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EX-99.A.1.A 2 D104663dex99a1a.Htm EX-99.(A)(1)(A) EX-99.A.1.A 2 d104663dex99a1a.htm EX-99.(A)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of THE MICHAELS COMPANIES, INC. at $22.00 Net Per Share by MAGIC MERGECO, INC. a wholly owned subsidiary of MAGIC ACQUIRECO, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON APRIL 12, 2021, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. The Offer (as defined below) is being made pursuant to the Agreement and Plan of Merger, dated as of March 2, 2021 (together with any amendments or supplements thereto, the “Merger Agreement”), among Magic AcquireCo, Inc., a Delaware corporation (“Parent”), Magic MergeCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and The Michaels Companies, Inc., a Delaware corporation (“Michaels”). Purchaser is offering to purchase all of the issued and outstanding shares of common stock, par value $0.067751 per share, of Michaels (“Shares”), at a price of $22.00 per Share, net to the seller, in cash, without interest and less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in this offer to purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer”). Pursuant to the Merger Agreement, following the consummation of the Offer (the date and time of Purchaser’s acceptance of Shares tendered for payment, the “Acceptance Time”) and the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, Purchaser will merge with and into Michaels (the “Merger”), with Michaels continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time (defined below) of the Merger (other than Shares irrevocably accepted for purchase by Purchaser in the Offer, held in the treasury of Michaels or owned by any direct or indirect wholly owned subsidiary of Michaels and Shares owned by Parent, Purchaser or any direct or indirect wholly owned subsidiary of Parent, or by any stockholders of Michaels who have properly exercised their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will at the Effective Time of the Merger be cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and less any applicable withholding taxes. The Offer, the Merger and the other transactions contemplated by the Merger Agreement are collectively referred to in this Offer to Purchase as the “Transactions.” On March 2, 2021, the board of directors of Michaels (the “Michaels Board”) unanimously (a) determined that the Merger Agreement and the Transactions are fair to and in the best interests of Michaels and Michaels’ stockholders, (b) declared it advisable to enter into the Merger Agreement, (c) authorized and approved the execution, delivery and performance by Michaels of the Merger Agreement and the consummation of the Transactions and (d) resolved to recommend that the stockholders of Michaels accept the Offer and tender their Shares to Purchaser pursuant to the Offer. There is no financing condition to the Offer. The Offer is subject to the satisfaction of the Minimum Tender Condition (as defined below) and other conditions described in Section 15 – “Certain Conditions of the Offer.” If the number of Shares tendered in the Offer is insufficient to cause the Minimum Tender Condition to be satisfied or if any of the other conditions of the Offer is not satisfied upon expiration of the Offer (taking into account any extensions thereof), then (i) neither the Offer nor the Merger will be consummated and (ii) Michaels’ stockholders will not receive the Offer Price pursuant to the Offer or any Merger Consideration (as defined below) pursuant to the Merger. A summary of the principal terms of the Offer appears on pages 1 through 10 of this Offer to Purchase under the heading “Summary Term Sheet.” You should read this Offer to Purchase and the other documents to which this Offer to Purchase refers carefully before deciding whether to tender your Shares. The Information Agent for the Offer is: 1290 Avenue of the Americas, 9th Floor New York, NY 10104 Shareholders, Banks and Brokers Call Toll-Free: (888) 663-7851 Table of Contents IMPORTANT If you desire to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you must (a) follow the procedures described in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” below or (b) if your Shares are held by a broker, dealer, commercial bank, trust company or other nominee, contact such nominee and request that they effect the transaction for you and tender your Shares. Beneficial owners of Shares holding their Shares through nominees should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer. Accordingly, beneficial owners holding Shares through a broker, dealer, commercial bank, trust company or other nominee and who wish to participate in the Offer should contact such nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer. * * * * Questions and requests for assistance regarding the Offer or any of the terms thereof may be directed to Georgeson LLC (“Georgeson”), acting as information agent for the Offer (the “Information Agent”), at the address and telephone number set forth for the Information Agent on the back cover of this Offer to Purchase, and will be furnished promptly at Purchaser’s expense. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other material related to the Offer may be obtained at the website maintained by the SEC at www.sec.gov. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other tender offer materials may also be directed to the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. Brokers, dealers, commercial banks, trust companies or other nominees will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers. This Offer to Purchase and the Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer. This transaction has not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of this transaction or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS Page SUMMARY TERM SHEET 1 INTRODUCTION 11 THE TENDER OFFER 14 1. Terms of the Offer 14 2. Acceptance for Payment and Payment for Shares 16 3. Procedures for Accepting the Offer and Tendering Shares 17 4. Withdrawal Rights 20 5. Material United States Federal Income Tax Consequences 21 6. Price Range of Shares; Dividends 24 7. Certain Information Concerning Michaels 25 8. Certain Information Concerning Parent and Purchaser 26 9. Source and Amount of Funds 27 10. Background of the Offer; Past Contacts or Negotiations with Michaels 32 11. The Merger Agreement; Other Agreements 39 12. Purpose of the Offer; Plans for Michaels 66 13. Certain Effects of the Offer 67 14. Dividends and Distributions 68 15. Certain Conditions of the Offer 68 16. Certain Legal Matters; Regulatory Approvals 69 17. Appraisal Rights 73 18. Fees and Expenses 74 19. Miscellaneous 74 DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER, PARENT, APOLLO MANAGEMENT IX AND CONTROLLING ENTITIES 76 i Table of Contents SUMMARY TERM SHEET Magic MergeCo, Inc., a Delaware corporation and wholly owned subsidiary of Magic AcquireCo, Inc., a Delaware corporation, is offering to purchase all of the issued and outstanding shares of common stock, par value $0.067751 per share (“Shares”), of The Michaels Companies, Inc., a Delaware corporation, at a price of $22.00, net to the seller, in cash, without interest and less any applicable withholding taxes, as further described herein, upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal. The following are some questions you, as a stockholder of Michaels, may have and answers to those questions. This summary term sheet highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you and is qualified in its entirety by the more detailed descriptions and explanations contained in this Offer to Purchase and the Letter of Transmittal. We have included cross- references in this summary term sheet to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Michaels contained herein and elsewhere in this Offer to Purchase has been provided to Parent and Purchaser by Michaels or has been taken from or is based upon publicly available documents or records of Michaels on file with the SEC or other public sources at the time of the Offer (as defined in the “Introduction” to this Offer to Purchase).
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