April 25, 2007, 12:00 AM

Blair shareholders approve sale to Appleseed’s Topco for $173.6 million

Blair’s shareholders approved a merger agreement with Appleseed’s Topco Inc. at a special meeting of stockholders yesterday.

Blair Corp.’s shareholders approved a definitive merger agreement with Appleseed’s Topco Inc. at a special meeting of stockholders yesterday. Blair is a multi-channel direct marketer of women’s and men’s apparel and home products.

Under the terms of the agreement, Appleseed’s Topco, a portfolio company of Golden Gate Capital, will acquire all outstanding shares of Blair’s common stock for $42.50 per share, or $173.6 million, in cash. About 76% of Blair’s total outstanding shares were voted in approving the transaction.

“Blair shareholders clearly recognize the value of this merger,” said Blair president and CEO Al Lopez. “We look forward to completing the transaction and becoming part of Appleseed’s Topco.”

Pending other conditions, the transaction is expected to close within 10 business days, at which time Blair’s common stock will cease trading. Following the close, Blair, which is No. 95 in the Internet Retailer Top 500 Guide, will operate as a wholly-owned subsidiary of Appleseed’s Topco. The combined entity is expected to generate more than $1.1 billion in annual revenue.

Golden Gate Capital has been an active investor in the women’s specialty retail market, with an emphasis on the direct channel. Its portfolio includes Spiegel, Newport News, Drapers & Damon’s, Norm Thompson, Haband and Appleseed’s. Appleseed’s sells women’s apparel in 10 stores in the Northeast and through Appleseeds.com.

Stephens Inc. served as financial advisor and Patton Boggs LLP served as legal advisor to Blair.

Jeff Parnell, Blair’s vice president of marketing, will speak at the Internet Retailer Conference & Exhibition, June 4-7 in San Jose, in a session titled Making E-Retailing Music: When IT and Marketing Harmonize.

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