USD 500 M DEAL - Blue Nile Enters Into Definitive Agreement to be Acquired by Bain Capital Private Equity and Bow Street LLC for Approximately $500 Million
Blue Nile Enters Into Definitive Agreement to be Acquired by Bain Capital Private Equity and Bow Street LLC for Approximately $500 Million
Investor Group to acquire all outstanding Blue Nile common stock for $40.75 per share in take-private transaction
SEATTLE, Nov. 07, 2016 (GLOBE NEWSWIRE) -- Leading online jeweler Blue Nile (NASDAQ:NILE), today announced that it has entered into a definitive agreement to be acquired by an Investor Group comprised of funds managed by Bain Capital Private Equity and Bow Street LLC (collectively the “Investor Group”).
The terms of the all-cash deal provide substantial value to Blue Nile’s stockholders. The Investor Group will acquire 100 percent of the outstanding shares of Blue Nile common stock for approximately $500 million. Blue Nile stockholders will receive $40.75 in cash per share, representing a premium of approximately 34 percent over Blue Nile’s closing price on November 4, 2016.
“Since its inception, Blue Nile’s guiding principle has been to provide value to its customers, suppliers, and shareholders, and this transaction provides tremendous value to all,” said Blue Nile Chairman, CEO and President Harvey Kanter. “Blue Nile will continue its innovative drive that has disrupted the diamond industry and made us the smartest, easiest, and most pressure-free way for consumers to buy a diamond.”
“This is an opportunity to acquire a true disruptor in a fundamentally attractive and growing segment of the diamond industry,” said Ryan Cotton, a Managing Director at Bain Capital Private Equity. “Blue Nile provides a clearly superior consumer value proposition and offers a convenient delivery model that enables choice and selection in a no-pressure environment. We believe the company will continue to grow as educated consumers continue to seek easy and convenient shopping experiences that deliver transparent pricing and enhanced value.”
“Blue Nile is a unique business with a strong platform in an industry that is rapidly evolving and migrating online,” said Howard Shainker, Managing Partner at Bow Street. “We are excited to work alongside Blue Nile management and Bain Capital to execute on the Company’s strategy.”
Blue Nile’s Board of Directors unanimously approved the deal and recommended that stockholders vote their shares in favor of the transaction. Blue Nile will become a privately-held company and continue to be headquartered in Seattle, WA. Closing of the deal is subject to customary closing conditions, including the approval of Blue Nile’s stockholders and required regulatory approvals. There are no financing conditions associated with the proposed acquisition.
The transaction is expected to close in the first calendar quarter of 2017. Under the terms of the merger agreement, Blue Nile may solicit alternative acquisition proposals from third parties during a 30-day "go-shop" period, following the date of execution of the merger agreement.
BofA Merrill Lynch is serving as exclusive financial advisor to Blue Nile, and Wilson Sonsini Goodrich & Rosati is serving as its legal advisor. Goldman Sachs & Co is providing debt for the transaction, and Kirkland & Ellis LLP is serving as legal advisor to the Investor Group.
Concurrent with this press release, Blue Nile announced in a separate earnings press release financial results for the third quarter of 2016. For the quarter ended October 2, 2016, Blue Nile’s net revenues in accordance with Generally Accepted Accounting Principles (“GAAP”) were $105.1 million and net income totaled $1.3 million, or $0.11 per diluted share.
About Blue Nile, Inc. (Nasdaq:NILE)
Blue Nile, Inc. is a leading online jeweler. The company offers a smarter way to buy engagement rings, wedding rings, and fine jewelry by providing in-depth educational materials and unique online tools that place consumers in control of the jewelry shopping process. Blue Nile has some of the highest quality standards in the industry and offers thousands of independently graded diamonds and fine jewelry at prices significantly below traditional retail. Blue Nile's shares are traded on the Nasdaq Stock Market LLC under the symbol NILE. More information about Blue Nile can be found at www.bluenile.com.
About Bain Capital Private Equity
Bain Capital Private Equity (www.baincapitalprivateequity.com) has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since our founding in 1984. Our team of more than 400 investment professionals creates value for our portfolio companies through our global platform and depth of expertise in key vertical industries including consumer/retail, financial and business services, healthcare, industrials, and technology, media and telecommunications. In addition to private equity, Bain Capital invests across asset classes including credit, public equity and venture capital, and leverages the firm’s shared platform to capture opportunities in strategic areas of focus.
About Bow Street LLC
Founded in 2011, Bow Street is a New York-based investment manager that partners with institutional investors and family offices globally to invest opportunistically across public and private securities.