When rumors begin to fly that your company's going to be bought out, it's best to take your optimism in small doses. Especially when your company makes clothing for small people.
Back in February, when people began suggesting that children's clothier OshKosh B'Gosh (NASDAQ:GOSHA) was "for sale," the stock took an immediate 15% jump for joy, as happy shareholders began to hope that their struggling retailer would earn them some allowance money without even doing the tough chore of improving its business performance. And that was fine, as far as it went. Turns out that the leap to $26.40 that followed the rumor's breaking was actually pretty close to the eventual buyout price.
Yesterday evening, the news came out that rival Carter's (NYSE:CRI) would purchase OshKosh for $26 per share. Problem was, prior to yesterday, OshKosh had continued to be buoyed by the exuberant hopes of its shareholders, and its stock price had floated on up to $29 before the buyout was officially announced.
Uh-oh. So, as it turns out, thanks to the rumor mill's frantic churning, OshKosh is not fetching the 13% premium that it would have brought its owners at the February price. Rather, Carter's is buying OshKosh "on sale" for 12% off. Needless to say, OshKosh shareholders are not amused.
Unfortunately, they appear to be out of luck and out of options. According to the press release jointly issued by Carter's and OshKosh, OshKosh's board has unanimously voted in favor of the sale to Carter's. Moreover, the approval of 75% of the voting "B" shares of common stock in OshKosh has already been secured. Given that only a two-thirds majority of the "B" shares is necessary to approve a sale, and that the approval of "A" shareholders is not required, it looks like this deal will go through if approved by Carter's and given a pass by industry regulators.
As for Carter's owners, they should be pretty pleased with the purchase. For one thing, it's not really going to cost them the $312 million quoted in the press release. OshKosh has $31 million in cash and investments on its books, knocking the net purchase price down to just $281 million. Sure, the sale will push Carter's total debt load well north of $400 million. But when you consider that Carter's will be acquiring a well-known and well-loved brand name for just 0.76 times sales -- nearly half Carter's own P/S ratio -- it still looks like a steal of a deal for the acquirer.
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Fool contributor Rich Smith owns no shares in OshKosh, but his daughter loves their fleece coveralls. The Fool has a disclosure policy .
