Birks and Mayor's Sign Merger Agreement

Henry Birks & Sons Inc., and its majority-owned subsidiary Mayor's Jewelers, yesterday (Tuesday) signed a merger agreement to combine Birks and Mayor's.

Tom Andruskevich, CEO of both Birks and Mayor's said the “transaction will allow us to fully integrate Mayor's and Birks into a single retailer with two strong brands”.

The merger agreement has already received the approval of both boards of directors. In Mayor's case, based on the unanimous recommendation of a special committee of independent directors of Mayor's.

The special committee, according to the company, determined that the merger is in the best interests of Mayor's stockholders.

“A great deal of work went into negotiating this agreement,” Andruskevich said.

As a result of the merger, each outstanding share of Mayor's common stock not currently owned by Birks will be converted into 0.08695 Class A voting shares of Birks. Upon completion of the merger, the existing public stockholders of Mayor's will own approximately 1.9 million Birks Class A voting shares, or 16.6 percent of Birks' common stock representing 2.3 percent of the voting power. Upon completion of the merger, Mayor's common stock will no longer be listed for trading on the American Stock Exchange.

Birks intends to apply to list its Class A voting shares on the American Stock Exchange under the trading symbol ‘BMJ’. The merger is expected to be tax-free to the Mayor's stockholders.

The exchange ratio represents an approximately 17 percent increase over the initial exchange ratio proposed by Birks.

Consummation of the merger is subject to approval by Mayor's disinterested stockholders, a registration statement with respect to Birks securities being declared effective by the Securities and Exchange Commission, and the listing of Birks Class A voting shares on the American Stock Exchange.

Henry Birks & Sons is a North American luxury retailer, designer, maker and wholesaler of fine jewelry, timepieces, sterling silverware and gifts. Founded in 1879, Birks has 66 luxury jewelry stores, 38 stores operating under the Birks brand across Canada, and 28 stores operating under the Mayors brand in Florida and metropolitan Atlanta, Georgia.

Mayor's Jewelers is a retailer of fine jewelry, timepieces and gifts with stores in Florida and Georgia.