Quality goods retailer ShopKo Stores Inc announced that it received an unsolicited non-binding proposal from Sun Capital Partners Group IV Inc Developers Diversified Realty Corporation, Lubert-Adler Partners and Elliott Management Corporation (the "third party group").
The non-binding proposal contemplates the acquisition of ShopKo for $26.50 per share, states that it is not subject to any financing contingency and states that the acquiror would discharge ShopKo's breakup fee obligation to Badger Retail Holding Inc upon the execution of a definitive merger agreement.
The Special Committee of its Board of Directors has determined that the proposal could reasonably be expected to result in a "Superior Proposal" under the merger agreement with Badger Retail Holding Inc, an affiliate of Goldner Hawn Johnson & Morrison Incorporated ("GHJM"). The Special Committee has entered into a confidentiality agreement with the third party group and expects to provide information to and conduct negotiations with that group.
The third party group's proposal states that the group anticipates completing "confirmatory due diligence within 21 days" and that it is "prepared to sign a definitive acquisition agreement in substantially the same form as" the merger agreement with Badger Retail Holding. There can be no assurance, however, that the third party group will make a binding proposal or, if they do, that ShopKo will enter into a definitive agreement with the third party group.