UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14D-9

 

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

THE MICHAELS COMPANIES, INC.

(Name of Subject Company)

 

THE MICHAELS COMPANIES, INC.

(Name of Person(s) Filing Statement)

 

Common Stock, par value $0.06775 per share

(Title of Class of Securities)

 

59408Q106

(CUSIP Number of Class of Securities)

 

Tim Cheatham

Executive Vice President – General Counsel and Secretary
3939 West John Carpenter Freeway
Irving, Texas 75063

(972) 409-1300

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

 

With a copy to:

 

William M. Shields

Craig E. Marcus

Sarah H. Young

William J. Michener

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7000

 

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

 

 

 

This Schedule 14D-9C consists of the following documents related to the proposed acquisition of The Michaels Companies, Inc., a Delaware Corporation (“Michaels” or the “Company”), pursuant to the terms of an Agreement and Plan of Merger, dated as of March 2, 2021, among the Company, Magic AcquireCo, Inc., a Delaware Corporation and Magic MergeCo, Inc., a Delaware Corporation ("Merger Sub"):

 

1. Joint Press Release issued by the Company and Apollo Global Management, Inc. on March 3, 2021, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

2. Executive Talking Points of the Company, dated March 3, 2021, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

3. Internal Company FAQ, dated March 3, 2021, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

 

4. Email to the Company’s Employees from Ashley Buchanan, Chief Executive Officer of the Company, dated March 3, 2021, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference.

 

5. Form of Email to Vendors/Lenders/Suppliers of the Company, dated March 3, 2021, a copy of which is attached hereto as Exhibit 99.5 and incorporated herein by reference.

 

Items #1-5 above were first used or made available on March 3, 2021.

 

IMPORTANT INFORMATION

 

The tender offer for the outstanding shares of Michaels common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Michaels common stock. The solicitation and offer to buy shares of Michaels common stock will only be made pursuant to the tender offer materials that Merger Sub intends to file with the U.S. Securities and Exchange Commission (the “SEC”). Merger Sub is beneficially owned by certain equity funds managed by Apollo Management IX, L.P. At the time the tender offer is commenced, Merger Sub will file a tender offer statement on Schedule TO with the SEC, and Michaels will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. MICHAELS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Michaels’ stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting Michaels’ Investor Relations either by telephone at 972-409-1393, e-mail at james.mathias@Michaels.com or on Michaels’ website at www.Michaels.com.

 

FORWARD-LOOKING STATEMENTS

 

This document includes forward-looking statements which reflect management’s current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “imply”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Michaels cannot assure investors that future developments affecting Michaels will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the merger; uncertainty surrounding how many of Michaels’ stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in Michaels’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the SEC and available at www.sec.gov, and other filings that Michaels may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of Michaels’ assumptions prove incorrect, Michaels’ actual results may vary in material respects from those projected in these forward-looking statements.

 

-2-

 

 

Any forward-looking statement made by Michaels in this document speaks only as of the date hereof. Factors or events that could cause Michaels’ actual results to differ may emerge from time to time, and it is not possible for Michaels to predict all of them. Michaels does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

Exhibit
No.
  Description
99.1   Joint Press release issued by the Company and Apollo Global Management, Inc. on March 3, 2021.
99.2   Executive Talking Points, dated March 3, 2021.
99.3   Internal Company FAQ, dated March 3, 2021.
99.4   Email to the Company’s Employees from Ashley Buchanan, Chief Executive Officer of the Company, dated March 3, 2021.
99.5   Form of Email to Vendors/Lenders/Suppliers of the Company, dated March 3, 2021.

 

-3-

 

 

Exhibit 99.1

 

The Michaels Companies Enters Into a Definitive Agreement to Be Acquired by Funds Managed by Apollo Global Management

 

Purchase Price of $22.00 per Share in Cash

Transaction Valued at $5.0 billion

 

IRVING, TX and NEW YORK – March 3, 2021 - The Michaels Companies (NASDAQ: MIK) (“Michaels” or “the Company”) and funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO) (together with its consolidated subsidiaries “Apollo”) today announced that they have entered into a definitive merger agreement pursuant to which investment funds managed by affiliates of Apollo have agreed to acquire the Company in a transaction that values Michaels at an equity value of approximately $3.3 billion (for a transaction valued at $5.0 billion).

 

Under the terms of the agreement, which has been unanimously approved by the Michaels Board of Directors, Apollo will commence a tender offer to acquire all outstanding shares of Michaels for $22.00 per share in cash. The purchase price represents a 47% premium to the closing stock price on February 26, 2021 (the last trading day prior to press speculation about a potential transaction involving Michaels) of $15.00 per share and a 78% premium to the 90-day volume-weighted average price.

 

“The Company’s impressive growth transformation, including our financial and operational performance in the unprecedented environment of the pandemic, led to an unsolicited offer to buy the company,” said James Quella, Chairman of the Michaels Board of Directors. “Following that offer, the board undertook a comprehensive process to test the market and to evaluate the value maximizing path forward for shareholders. The Board of Directors, informed by that process, firmly believes Apollo’s offer represents a compelling value to our shareholders. It has been a privilege to work with Ashley and the management team as they coalesced around the transformation strategy, reimagined the Michaels omni-channel experience, and drove strong business outcomes in a challenging retail environment.”

 

“Our Michaels strategy and the work that we have done in the past year have led to phenomenal business results, strengthened our core business and positioned Michaels for long-term sustainable growth,” said Ashley Buchanan, Chief Executive Officer of Michaels. “We are excited to enter into this new chapter together with Apollo, who shares our strategic vision for Michaels as an omnichannel retailer that offers a one-stop-shop experience for the entire Michaels community. As a private company, we will have financial flexibility to invest in, expand, and improve our retail and digital platforms.”

 

Andrew S. Jhawar, Senior Partner and Head of the Retail and Consumer Group at Apollo, said “On behalf of the Apollo Funds, we are delighted about this transaction with Michaels, which has continued to elevate its position as the leading player in the exciting arts and crafts industry. Michaels is the go-to- destination in arts and crafts for the deepest breadth of assortment with best-in-class customer service. We believe there is a significant opportunity to enhance the Michaels brand, store experience and omnichannel offering to its customers across North America. Our team at Apollo expects to leverage many of the strategies from our funds’ successful investments in other specialty retailers and grocers with Michaels. We are looking forward to working with the management team and the over 45,000 team members at Michaels in further enhancing the Company’s retail and digital channels as the most inspiring and engaging experience in the arts and crafts industry.”

 

 

 

 

The closing of the transaction is subject to customary closing conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least a majority of the Company’s outstanding common stock to Apollo, and is expected to close in Michaels’ first half of the Company’s fiscal year. Following the successful completion of the tender offer, Apollo managed funds will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. The transaction will be financed through a combination of equity provided by Apollo managed funds as well as a committed debt financing package to be provided by Credit Suisse, Barclays, Wells Fargo, RBC Capital Markets, Deutsche Bank, Mizuho, and Bank of America.

 

The merger agreement provides for a “go-shop” period, during which Michaels – with the assistance of UBS Investment Bank, its exclusive financial advisor – will actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that submit alternative proposals.

The go-shop period is 25 calendar days, commencing today. Michaels will have the right to terminate the merger agreement to enter into a superior proposal subject to the conditions and procedures specified in the merger agreement, which Michaels will file with a Current Report on Form 8-K. There can be no assurance this process will result in a superior proposal. Michaels does not intend to disclose developments about this process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.

 

Upon the completion of the transaction, Michaels will become a privately held company and shares of MIK common stock will no longer be listed on any public market.

 

UBS Investment Bank is acting as exclusive financial advisor to Michaels and Ropes & Gray is acting as legal advisor to Michaels. Simpson Thacher & Bartlett LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP, are acting as legal advisors to Apollo and Credit Suisse acted as Apollo’s financial advisor.

 

Fourth Quarter and Fiscal Year 2020 Results Update

 

In light of the announced transaction, the Company will issue a press release with its financial results for the fourth quarter and fiscal year 2020, before market open on Thursday, March 4, 2021, but the earnings conference call that was scheduled for Thursday, March 4, 2021, at 8:00 am CT will no longer take place.

 

About The Michaels Companies, Inc.:

 

The Michaels Companies, Inc. is North America's largest specialty provider of arts, crafts, framing, floral, wall décor, and seasonal merchandise for Michaels and do-it-yourself home decorators. The Company operates more than 1,275 Michaels stores in 49 states and Canada. Additionally, the Company serves customers through digital platforms including Michaels.com and Canada.michaels.com. The Michaels Companies, Inc., also owns Artistree, a manufacturer of high-quality custom and specialty framing merchandise. For a list of store locations or to shop online, visit www.michaels.com or download the Michaels app.

 

 

 

 

About Apollo:

 

Apollo is a leading global investment manager with offices in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and Tokyo, among others. Apollo had assets under management of approximately $455 billion as of December 31, 2020 in credit, private equity and real assets funds. For more information about Apollo, please visit www.apollo.com.

 

Important Information

 

The tender offer for the outstanding shares of Michaels common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Michaels common stock. The solicitation and offer to buy shares of Michaels common stock will only be made pursuant to the tender offer materials that Apollo intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Apollo will file a tender offer statement on Schedule TO with the SEC, and Michaels will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. MICHAELS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Michaels’ stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting Michaels’ Investor Relations either by telephone at 972-409-1393, e-mail at james.mathias@michaels.com or on Michaels’ website at www.michaels.com.

 

Forward-Looking Statements

 

This news release includes forward-looking statements which reflect management's current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", “forecast”, "future", “guidance”, “imply”, "intend", "may", “outlook”, "plan", "potential", "predict", "project", and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the merger; uncertainty surrounding how many of Michaels’ stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the Securities and Exchange Commission ("SEC") and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements.

 

 

 

 

Any forward-looking statement made by the Company in this news release speaks only as of the date hereof. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

Investor Contact:

 

Investor Contact:

Jim Mathias

972.409.1393

james.mathias@michaels.com

 

Media Contact:

Anna White

917.553.5916

anna.white@michaels.com

 

For Apollo:

 

For Apollo:

Investor Contact:

Peter Mintzberg

Head of Investor Relations

Apollo Global Management, Inc.

212 822 0528

APOInvestorRelations@apollo.com

 

Media Contact:

Joanna Rose

Global Head of Corporate Communications

Apollo Global Management, Inc.

212 822 0491

Communications@apollo.com

 

 

 

 

Exhibit 99.2

 

Executive Talking Points

 

· Reminder -- The contents of this meeting are confidential and internal only.

 

· Over the course of the last year, Michaels has charted and executed a strategy to transform the business into a leading omnichannel specialty retailer.

 

· Thanks to a great team effort, we are in a strong position today - operationally, financially, and with our customers. The significant strides we have made would not have been possible without the hard work, dedication and adaptability of all our team members – particularly with the challenges of COVID-19.

 

· The significant work the team put into our growth transformation has allowed us to post strong financial results and those results were noticed by investors.

 

· Recently, we received an unsolicited offer to sell Michaels to Apollo Global Management, a private equity firm. Following a period of negotiation, we agreed to the terms of the merger agreement. Ashley and the Board unanimously agreed that entering into a merger agreement with Apollo is in the best interest of Michaels and our stockholders.

 

· The transaction, which is subject to regulatory approvals and certain other closing conditions, is expected to be completed by the end of the first half of our fiscal year, which is July 31, 2021. Once the transaction is complete, we will be a privately-owned company, and our shares will no longer be traded on Nasdaq.

 

· This transaction is an investment in the continued and ultimate long-term success of Michaels. Apollo is committed to our business and has a track record of working with management teams to help their companies succeed.

 

· Ashley and others on the Board have spent a significant amount of time with Apollo and feel confident in this partnership. Apollo has more than 30 years of experience helping companies grow and transform. Most importantly, Apollo believes in our company, strategy, and team, and will help us achieve what we set out to do.

 

· Additionally, as a private company, we will have financial flexibility to continue to invest in, expand and improve our retail and digital platforms.

 

· We will continue to pursue the unique opportunity to expand the Maker ecosystem and build a platform that ultimately brings Makers closer together. Apollo shares our vision, and with their support we will continue to invest in this connected platform to further engage our core Maker customers.

 

· It is business as usual through the close of the transaction, and we should all remain focused on serving our customers while managing Michaels well and executing against the strategic plan.

 

· Employee benefits, our paycheck cycle, annual bonus payouts, performance conversations and merit increases will all continue as planned.

 

 

 

 

· There will likely be lots of questions, but unfortunately, until the transaction closes, we will not be able to answer many of them. We will be as transparent with you as we can and will do our best to address questions as and when we are able to.

 

· If you are asked for comment by external folks, please point them to the announcement press release in our Newsroom: https://www.michaelspressroom.com/press-releases

 

Important Information

 

The tender offer for the outstanding shares of Michaels common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Michaels common stock. The solicitation and offer to buy shares of Michaels common stock will only be made pursuant to the tender offer materials that Apollo intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Apollo will file a tender offer statement on Schedule TO with the SEC, and Michaels will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. MICHAELS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Michaels’ stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting Michaels’ Investor Relations either by telephone at 972-409-1393, e-mail at james.mathias@michaels.com or on Michaels’ website at www.michaels.com.

 

 

 

 

Forward-Looking Statements

 

This document includes forward-looking statements which reflect management's current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", “forecast”, "future", “guidance”, “imply”, "intend", "may", “outlook”, "plan", "potential", "predict", "project", and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the merger; uncertainty surrounding how many of Michaels’ stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the Securities and Exchange Commission ("SEC") and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements.

 

Any forward-looking statement made by the Company in this document speaks only as of the date hereof. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

 

 

 

Exhibit 99.3

 

Internal Company FAQ – 03.03.21

 

Confidential and Internal only

 

GENERAL

 

What exactly did we just announce?

 

Today we announced that after careful consideration, we have entered into an agreement with Apollo Global Management, a global private equity firm, to be acquired and become a private company again.

 

What happens next?

 

The transaction, which is subject to regulatory approvals and certain other closing conditions, is expected to be completed by the end of the first half of our fiscal year, which is July 31, 2021. Once the transaction is complete, we will be a privately-owned company, and our shares will no longer be traded on Nasdaq.

 

How did this come about?

 

Our recent growth and transformation led to an unsolicited offer to buy the company. Ashley and the rest of the Board unanimously agreed that entering into a merger agreement with Apollo is in the best interest of Michaels and our stockholders.

 

Is it good for us?

 

Yes, this is an investment in the continued and ultimate long-term success of Michaels. As a private company, we will have significant financial flexibility to continue to invest in, expand and improve our retail and digital platforms. None of this would have been possible without the support of every single team member, and we are all grateful for your hard work and commitment.

 

Will Michaels still exist following the close of the deal?

 

Yes. As we continue to solidify the iconic Michaels brand as the one stop shop for Makers, we will continue to pursue the unique opportunity to expand the Maker ecosystem and build a platform that brings Makers together to connect, be inspired, and prosper. Apollo shares our vision, and with their support, we will continue to invest in this connected platform to further engage our core customers and the Maker community.

 

How will this affect our day-to-day operations?

 

Business will operate as usual through the close of the transaction. We must remain focused on our strategy and continue to execute on it as we have been.

 

HR & BENEFITS

 

Should team members continue to come to work as scheduled?

 

Yes. Business across the company will operate as usual through the close of the transaction.

 

 

 

 

Will I still receive my annual bonus payout on March 26, 2021?

 

Yes. If you are bonus-eligible, your scheduled bonus payment will not change.

 

Will I still receive my annual equity grant on March 5, 2021?

 

Yes. If you are eligible for a grant, your annual equity grant will not change.

 

Will I still receive my merit increase in my paycheck on April 9, 2021?

 

Yes. If you are eligible for an increase, your scheduled pay increase will not change.

 

Will I continue to receive my paycheck on the same pay cycle?

 

Yes. Your paycheck cycle will not change.

 

Will salaries and benefits be affected? Will my 401k or health care benefits change? Will my employee discount change?

 

At this time, we do not anticipate any significant changes to pay or benefits.

 

Will there be any layoffs as a result of this?

 

This investment is about supporting our continued growth and transformation. There are no plans for any reduction in workforce at this time.

 

STOCK

 

What does it mean for Michaels to go from being a public company to a private company?

 

As a result of this deal, after the closing of the transaction, Apollo will own all of our shares. Once the transaction is complete, we will be a privately-owned company. We will no longer report earnings on a quarterly basis or be a publicly traded company. As a privately held company, we will have financial flexibility and focus on the strategy; and we see this as a good thing for the business overall.

 

If I own Michaels shares, what happens to those?

 

Michaels will file tender offer documentation in connection with the proposed transaction with the US Securities and Exchange Commission and mail it to stockholders. If you own shares, please read the tender offer documentation when it becomes available because it will contain important information regarding the proposed transaction. You may obtain free copies of the tender offer documentation (when available) and other related documents filed by Michaels with the SEC at www.sec.gov.

 

MANAGEMENT

 

Michaels has performed well through the pandemic and has executed on the Company’s foundational transformation. Why is this a good time to sell the business?

 

Michaels received an unsolicited offer to buy the company and the Board believes Apollo is offering a compelling value for Michaels. Ashley and the rest of the Board unanimously agreed that entering into a merger agreement with Apollo is in the best interest of Michaels and our stockholders. This is an investment in the continued and ultimate long-term success of Michaels. Apollo is committed to supporting us in meeting the needs of our core Maker customer. Plus they have a track record of working with management teams to help companies build on their success.

 

 

 

 

Will Ashley and the current management team stay on to lead the company? Do you expect any executive departures?

 

Ashley and the executive team remain committed to focusing on serving our customers while managing Michaels and executing against the strategic plan.

 

How worried are you that the success Michaels has enjoyed lately will not be long-lived once the pandemic is more under control and consumers turn their attention and their spending to other activities?

 

We all recognize the pandemic has changed consumer behaviors and expectations and the operating environment for retailers, and no one knows how lasting they are or what further evolutions will look like. Arts and crafts retailing is no exception. We do know that continuing to solidify the Michaels brand as the one-stop-shop for arts and crafts will position us for success, and so will pursuing the unique opportunity to expand the Maker ecosystem and build a platform that brings Makers together to connect, be inspired, and prosper. We will need continued focus and significant additional investment to adapt to these changes and serve and expand our core Maker community.

 

What’s Apollo like?

 

Ashley and others on the Board spent a significant amount of time with Apollo and feel confident in this partnership. Apollo has more than 30 years of experience helping companies grow and transform. They believe in us, our strategy and our team and will help us achieve what we set out to do.

 

STORES

 

What should I tell customers who ask me about this in our stores?

 

Michaels is here for the Maker and will continue to be. This transaction positions the company for our next phase of growth as a private company and will enable us to continue to serve, engage, and expand our valued Maker community.

 

Does this change the executional priorities in the store and what we’ve been focusing on?

 

Absolutely not. This is business as usual at Michaels. We need to continue to double down on the execution of the priorities that we already identified.

 

What should I say if a member of the media shows up at my store, or I am contacted by media or other third parties about the transaction?

 

You can kindly point anyone to the press release in our company’s newsroom: https://www.michaelspressroom.com/press-releases

 

For media specifically, our policy is that media representatives are not permitted to film or conduct interviews in our stores without prior approval from the Michaels Communications team. Of course, we cannot prevent press from talking to folks outside the store or in other public spaces. If you are contacted by the media or others about the transaction, do not provide any comment. Please politely direct them to Michaels VP of Comms, Anna White, anna.white@michaels.com or 917.553.5916.

 

 

 

 

Important Information

 

The tender offer for the outstanding shares of Michaels common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Michaels common stock. The solicitation and offer to buy shares of Michaels common stock will only be made pursuant to the tender offer materials that Apollo intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Apollo will file a tender offer statement on Schedule TO with the SEC, and Michaels will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. MICHAELS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Michaels’ stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting Michaels’ Investor Relations either by telephone at 972-409-1393, e-mail at james.mathias@michaels.com or on Michaels’ website at www.michaels.com.

 

Forward-Looking Statements

 

This document includes forward-looking statements which reflect management's current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", “forecast”, "future", “guidance”, “imply”, "intend", "may", “outlook”, "plan", "potential", "predict", "project", and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the merger; uncertainty surrounding how many of Michaels’ stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the Securities and Exchange Commission ("SEC") and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements.

 

Any forward-looking statement made by the Company in this document speaks only as of the date hereof. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

 

 

 

Exhibit 99.4

 

To: All Team Members

From: Ashley Buchanan, CEO

 

Team,

 

I have some exciting news to share. Today we have entered into an agreement with Apollo Global Management, a private equity firm, to be acquired and become a private company again.

 

You have all been part of transforming this company to reach its full potential. Over the course of the past year, we have achieved phenomenal results despite external forces, and that success has been noted. The Board and I unanimously agreed that entering into a merger agreement with Apollo is in the best interest of Michaels and our stockholders.

 

During this transition, it really is business as usual for us all. We must remain focused on continuing the amazing work we’ve been doing -- executing against our strategic plan to do everything we can for our core Maker customers.

 

As you know, I joined Michaels just over a year ago. I came because, like all of you, I believe that Michaels is one of the most beloved, historic retail brands in North America. Yet, there was so much more to do to bring the company into the future and to serve our core Maker customer how, when, and where they want.

 

Throughout the COVID-19 pandemic we proved that together, we could do and be so much more. Together, we truly transformed Michaels as a company, a brand, and a community for Makers. We overcame incredible challenges posed by the pandemic and not only met but rose far above them to achieve record results. Our financial and operational performance became evident, and investors took notice.

 

Recently, we received an unsolicited offer to sell Michaels to Apollo. Following a period of negotiation, we agreed to the terms of the merger agreement. The transaction, which is subject to regulatory approvals and certain other closing conditions, is expected to be completed by the end of the first half of our fiscal year, which is July 31, 2021. Once the transaction is complete, we will be a privately-owned company, and our shares will no longer be traded on Nasdaq. You can read more in our newsroom: https://www.michaelspressroom.com/press-releases.

 

I spent a lot of time with the team at Apollo recently and I am confident they will be a supportive and valued partner to us. They understand and care about Michaels, our brand, and the needs of our team members in the stores, Distribution Centers and Support Center. They truly share our vision around serving the Maker and will help us achieve what we have set out to do.

 

 

 

 

Additionally, as a private company again, we will have financial flexibility to continue to invest in, expand and improve our retail and digital platforms. We will continue to pursue the unique opportunity to expand the Maker ecosystem and build a platform that ultimately brings Makers closer together.

 

I’m sure you have many questions. We prepared the attached FAQ to answer some of them. Unfortunately, until the transaction closes, the executive team and I will not be able to answer all of your questions. But I commit to being as transparent as we can be given the normal constraints in transactions of this kind.

 

Thank you for everything you have done to transform Michaels. We got here together, and we will move forward together. Without you, the fantastic progress we have made would not have happened. On behalf of the Board, the executive team, and myself, I thank you.

 

Yours,

 

Ashley

 

Important Information

 

The tender offer for the outstanding shares of Michaels common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Michaels common stock. The solicitation and offer to buy shares of Michaels common stock will only be made pursuant to the tender offer materials that Apollo intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Apollo will file a tender offer statement on Schedule TO with the SEC, and Michaels will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. MICHAELS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Michaels’ stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting Michaels’ Investor Relations either by telephone at 972-409-1393, e-mail at james.mathias@michaels.com or on Michaels’ website at www.michaels.com.

 

 

 

 

Forward-Looking Statements

 

This document includes forward-looking statements which reflect management's current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", “forecast”, "future", “guidance”, “imply”, "intend", "may", “outlook”, "plan", "potential", "predict", "project", and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the merger; uncertainty surrounding how many of Michaels’ stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the Securities and Exchange Commission ("SEC") and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements.

 

Any forward-looking statement made by the Company in this document speaks only as of the date hereof. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

 

 

 

 

 

Exhibit 99.5

 

Dear XXX:

 

We wanted to let you know that we announced today that the Company’s Board of Directors approved a definitive merger agreement under which Michaels will be acquired by funds managed by affiliates of Apollo Global Management, Inc., subject to the terms of the agreement. We are pleased to share the news of this proposed transaction with you as a valued partner in the continued progress at Michaels.

 

The merger, which is subject to regulatory approvals and certain other closing conditions, is expected to be completed in the first half of our fiscal year ending July 31, 2021. Once the transaction is complete, Michaels will be a privately-owned company. You can read more in this press release https://www.michaelspressroom.com/press-releases.

 

We do not anticipate any changes to the current agreements or related conditions and terms as a result of the transaction.

 

We understand that you may have questions concerning our plans. Since the transaction is not completed and is subject to regulatory review, we’ll address your questions as the process unfolds and details become available. Please know we will communicate with you as best we can during this process to provide updates on any relevant developments.

 

We thank you for your support and continued partnership.

 

Sincerely,

 

NAME

 

TITLE

 

Important Information

 

The tender offer for the outstanding shares of Michaels common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Michaels common stock. The solicitation and offer to buy shares of Michaels common stock will only be made pursuant to the tender offer materials that Apollo intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Apollo will file a tender offer statement on Schedule TO with the SEC, and Michaels will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. MICHAELS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Michaels’ stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting Michaels’ Investor Relations either by telephone at 972-409-1393, e-mail at james.mathias@michaels.com or on Michaels’ website at www.michaels.com.

 

 

 

 

Forward-Looking Statements

 

This document includes forward-looking statements which reflect management's current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", “forecast”, "future", “guidance”, “imply”, "intend", "may", “outlook”, "plan", "potential", "predict", "project", and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the merger; uncertainty surrounding how many of Michaels’ stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the Securities and Exchange Commission ("SEC") and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements.

 

Any forward-looking statement made by the Company in this document speaks only as of the date hereof. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.