Clifton, NJ, December 28, 2005--Linens 'n Things, Inc. has filed with the Securities and Exchange Commission a definitive proxy statement in connection with the special shareholders meeting being called to vote on the approval of the proposed acquisition of the company for $28 per share in cash by means of a merger with a company newly formed and controlled by Apollo Management, L.P.
The date for the shareholders meeting has been set at Monday, January 30, 2006 at 4:00 p.m. (EST), with a record date of December 15, 2005.
The financing necessary to complete the merger is conditioned on, among other things, the company's comparable net sales for the 2005 fourth quarter being not less than negative 6% and the company's EBITDA (adjusted in certain respects as set forth in the financing commitment) for the fiscal year ending December 31, 2005 being not less than $140 million.
The definitive proxy statement being filed today reflects the company's belief, based on improved sales trends, that it will satisfy the net comparable sales condition.
The filing also reflects the company's belief that it will satisfy the minimum EBITDA condition to the debt financing. That condition continues to be subject to various uncertainties, including, the year-end audit, absence of significant audit changes or adjustments in connection with the audit of the fiscal 2005 financial statements, and the satisfactory completion and results of our year-end physical inventory, among other things.
Subject to satisfactory results for the remainder of the year and until satisfactory completion of the year-end audit, there can be no assurance that such conditions will be satisfied. Shareholders and investors are encouraged to read the definitive proxy statement being filed with the Securities and Exchange Commission and being distributed to the company's shareholders.
