Restoration Hardware amends merger deal

CORTE MADERA, Calif. Restoration Hardware Thursday announced that it has agreed to an amendment to its previously reported merger deal with certain affiliates of Catterton Partners.

Under the terms of the amended merger agreement, all of the outstanding shares of Restoration Hardware, other than those exchanged by certain stockholders participating with Catterton Partners in the transaction, will be acquired for a price per share equal to $4.50 in cash, the company reported. Catterton Partners, through its affiliates, also provided Restoration Hardware with a $25 million subordinated loan to help with the execution of the amendment.

According to Restoration Hardware, the total equity value of the merger is about $179 million. In addition, the company announced that the close of the merger agreement has been extended from April 30 to June 30.

Restoration Hardware will solicit third party bids up until Feb. 28, allowing extra time for major contenders, such as Sears Holdings, to make an offer to acquire the company.

On Nov. 23, 2007, Sears asked Restoration Hardware for information pursuant to a merger—with a $6.75 a share price tag proposed as the price for execution—and proposed a confidentiality agreement that offered the acquirer an out, if it provided a higher price. On Nov. 27, the Independent Committee of Restoration Hardware’s board told Sears it would provide requested confidential information if Sears would agree to execute the customary confidentiality and standstill agreement on substantially the same terms that other parties interested in acquiring the home furnishings retailer.