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Eddie Bauer's stockholders meeting to be held on Jan 25

28 Dec '06
2 min read

Eddie Bauer Holdings Inc announced that on December 26, 2006 it commenced mailing its definitive proxy statement to stockholders for approval of its proposed sale to Eddie B Holding Corp., a company owned by affiliates of Sun Capital Partners Inc and Golden Gate Capital, for $9.25 in cash per share.

The Company has scheduled a special meeting of stockholders for January 25, 2007 to consider and vote on the proposed Merger Agreement previously announced on November 13, 2006. Stockholders of record of the Company as of December 21, 2006 will be entitled to vote on the transaction.

The Company's Board of Directors has unanimously determined that the Merger Agreement is advisable and in the best interests of Eddie Bauer's stockholders and recommends stockholders vote "FOR" adoption of the Merger Agreement.

Prior to reaching its decision, the Board of Directors conducted a comprehensive, deliberative and open process of evaluating the alternatives available to Eddie Bauer to maximize stockholder value, including, among other things, the advisability of remaining independent and attempting to implement a turnaround of the business.

Based on its analysis, the Board of Directors concluded that the proposed sale represents the best opportunity to maximize value for Eddie Bauer stockholders.

In addition, the proposed all-cash consideration provides stockholders with fair and certain value as well as an immediate cash return.

Both Goldman, Sachs & Co. and William Blair & Company L.L.C. issued separate opinions that the proposed purchase price is fair to Eddie Bauer stockholders from a financial point of view.

Eddie Bauer Holdings Inc

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