West Marine is being acquired by New York-based private-equity firm Monomoy Capital Partners for $12.97 per share and will be privately-held following the transaction.
The companies announced Thursday afternoon they have executed a definitive merger agreement under which Monomoy will acquire all of the outstanding shares of West Marine’s common stocks at $12.97 per share in cash.
That represents a total equity value of $338 million and a premium of 32 percent over the 30-day average performance of West Marine’s stock price reported on the Nasdaq.
“We are excited to be joining forces with Monomoy Capital Partners as we believe it is in the best interests of our stockholders, customers and associates,” West Marine president and CEO Matt Hyde said in a statement.
“In addition to providing our stockholders with a significant premium to the current share price, this transaction ensures that West Marine can continue to offer outstanding value to our customers who recreate on the water and provide a rewarding workplace for our associates,” Hyde said.
Company founder and board member Randy Repass entered into a voting agreement whereby he and his affiliated entities — over which he has sole or shared voting — have agreed to vote shares representing approximately 20 percent of the company's voting power in favor of the transaction.
Following the close of the transaction, West Marine will be privately held and continue to be operated independently by the company's management team.
“We are excited to welcome West Marine to the Monomoy portfolio,” Monomoy Capital Partners co-CEO Daniel Collin said in a statement. “We have long admired West Marine and the unique value the company provides for its loyal customers and world class associates. We strongly support West Marine’s vision for the future, strategic initiatives, and culture. We are excited to invest in and work together with the company's management team to continue to lead the industry.”
The transaction, which was unanimously approved by West Marine’s board of directors, is expected to close in the third quarter of this year, subject to West Marine’s stockholder approval and other customary closing conditions.
Guggenheim Securities LLC acted as financial adviser and Sidley Austin LLP acted as legal advisor to West Marine.
Jefferies LLC acted as financial adviser and Kirkland & Ellis, LLP acted as legal adviser to Monomoy.