Shareholders of Jaclyn Inc. have approved the company’s planned merger with Golden Touch.
Under the terms of the agreement, Jaclyn Acquisition Corp., a Delaware corporation, will merge with Jaclyn Inc., with Jaclyn Inc. continuing as the surviving company. Jaclyn Acquisition is a wholly owned subsidiary of Jaclyn Holdings Parent LLC, which is itself an affiliate of Golden Touch Imports Inc.
Jaclyn and Golden Touch expect to complete the merger during the first quarter of 2017, presuming the satisfaction of customary closing conditions. There is no financing contingency to the completion of the transaction. Each share of Jaclyn Inc. common stock issued and outstanding prior to the effective time of the merger will be converted into the right to receive $7.85.
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The company said on Jan. 20 that its board had approved of the proposed transaction with Golden Touch. The purchase price represented a 16 percent premium over the closing bid price of Jaclyn’s common stock on the OTC Markets Group on Jan. 19.
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Robert Chestnov, co-president and co-chief executive officer of Jaclyn, said at the time, “After thorough analysis, the special committee and the board have endorse this proposed acquisition, which we believe maximizes value for our stockholders.”
Bruce Fischer, president of Golden Touch, said Golden Touch was looking forward to “incorporating best practices from each business to improve our ability to serve our customers.”
Avalon Net Worth served as the selling adviser to Jaclyn, with Avalon’s chief executive officer Jack Hendler initiating and managing the transaction through the closing.
Jaclyn manufactures women’s sleepwear, infants’ and children’s apparel, handbags and accessories. Golden Touch designs and distributes apparel to retailers, with a focus on the junior, misses, plus and girls sizes.
When Jaclyn last posted earnings results in January, prior to the announcement of the planned merger, the company said it had a 7.4 percent jump in profits to $260,000 for the third quarter ended Nov. 30 on a 9.2 percent gain in net sales to $46.6 million. For the nine months, the company lost $153,000 on a 4 percent decline in net sales to $118.2 million. In the year ago nine months, the company posted a profit of $155,000 on net sales of $123.1 million.