A definitive merger agreement between two business journalists
Charlotte Observer staffer Ely Portillo is getting married to Caroline McMillan, who also works at the Observer. They’re both business reporters — McMillan covers small business, and Portillo covers retail.
Here is the merger agreement news release that Portillo wrote:
CHARLOTTE, N.C./PRNewswire/ — Caroline Bridges McMillan (NYSE: CBM) and Ely Sebastian Portillo (NYSE: ESP) today announced a definitive merger agreement under which the companies will combine in an all-stock deal.
Both chief executives praised the merger agreement, which has been under discussion since Portillo approached McMillan in 2009.
“We are excited to combine these two great assets and create a stronger brand going forward,” said Portillo. “McMillan has long been synonymous with quality, and we think adding her to the Portillo portfolio will create great opportunities to grow and enhance earnings.”
“From the beginning, this transaction presented us with an attractive mix of increased top-line revenue potential and the chance to grow out bottom-line profits by harnessing synergies,” said McMillan. “Portillo has a long track record of creating shareholder value, and this transaction is financially and strategically compelling.”
Portillo and McMillan anticipate receiving antitrust approval in the coming weeks from the U.S. Department of Justice. Although the combination will likely have a negative impact on competition in the singles marketplace, Portillo and McMillan strongly believe the benefits to both parties outweigh competitive concerns.
Portillo and McMillan expect to close the transaction on Sept. 28. They will combine their Charlotte facilities into one Dilworth location, and the CBM stock will be retired.
Unfortunately, some personnel will not be continuing with the merged company. Roommate Meghan Cooke has left to seek other opportunities and roommate Daniel McIntyre will be departing after the merger closes.
“We are thankful for Daniel and Meghan’s service, and we wish them the best of luck at whatever new ventures they decide to pursue,” said McMillan.
Portillo and McMillan will finance associated relocation costs with cash on hand. McMillan’s parent company, the McMillan-Bridges conglomerate, is financing closing costs. Portillo and McMillan have agreed to assume all outstanding debts and obligations each has as a separate entity.
The contemplated entity expects to achieve monthly cost savings worth hundreds of dollars. Much of the savings is expected to come from the benefits of their combined greater purchasing power. In addition to creating outstanding synergies in rent paid for facilities, Portillo and McMillan stated that the deal provides opportunities to reduce costs by combining utilities, food, entertainment, travel and toiletry budgets.