Exhibit 99.1
FOR IMMEDIATE RELEASE:
CONTACTS:
Blair Corporation
Jude Dippold, Director of Corporate Communications
814.728.8084
Appleseeds Topco, Inc. and Golden Gate Capital
Paul Kranhold/Andrew Cole
Sard Verbinnen & Co.
415.618.8750
BLAIR ANNOUNCES DEFINITIVE AGREEMENT TO BE ACQUIRED BY APPLESEEDS
BLAIR SHAREHOLDERS TO RECEIVE $42.50 PER SHARE, TRANSACTION VALUED AT
$173.6 MILLION
WARREN Pa., (January 23, 2007) Blair Corporation, (AMEX: BL) (www.blair.com), a national catalog
and multi-channel direct marketer of womens and mens apparel and home products, announced today
that it has entered into a definitive merger agreement by which Appleseeds Topco, Inc.
(Appleseeds), a portfolio company of Golden Gate Capital, will acquire all of the outstanding
shares of Blair Corporation common stock in an all cash transaction of $42.50 per share. Following
the close of the transaction, Blair will operate as a wholly-owned subsidiary of Appleseeds, one
of the largest direct marketers of womens apparel in the country. After the merger, it is expected
that the combined entity will have annual revenue of over $1.1 billion.
Under the terms of the agreement, which was unanimously approved by the Blair Board of Directors on
January 23, 2007, the per-share consideration represents an approximate 23.6% premium to the prior
four weeks average closing price of Blairs common stock. The total transaction value is
approximately $173.6 million.
After careful consideration, in conjunction with our independent advisors, we have concluded that
this transaction is in the best interest of our shareholders, said Craig Johnson, Chairman of the
Board of Blair. This transaction, which will make Blair a private company, will provide greater
resources to accomplish the Companys long-term goals.
Neale Attenborough, Appleseeds Chairman and CEO, said, Blair is an industry leader, with a long
history of producing high-quality products for the value-conscious consumer. We see an opportunity
to leverage Blairs strengths, like its state-of-the-art distribution center, and to build on its
nearly 100 years of unwavering customer service. Attenborough added, I have known and highly
respected John Zawacki for several years and it is clear that the strong culture that he has built
at Blair will fit perfectly with our company. We look forward to working with Al
Lopez, his management team, and all of Blairs associates, vendors and suppliers to further enhance
this great brand as it enters its next 100 years.
Al Lopez, Blair president and CEO, said, Appleseeds and Golden Gate Capital have an excellent
track record of building companies by providing strong financial and strategic support. Appleseeds
shares our vision for Blair. They are supportive of our current strategy and are committed to
helping us execute it.
Stefan Kaluzny, Managing Director, Golden Gate Capital, said, We have targeted this segment of the
womens specialty market because it is one of the fastest growing demographic segments of the
populationwomen over 50-years-old. The acquisition of Blair, a marquee brand in this space,
significantly strengthens our portfolio and provides us scale and purchasing power that none of the
companies has had individually. We are very pleased that the Blair Board has unanimously approved
this agreement. Blair will be a welcome addition to our family of leading womens apparel brands.
Golden Gate Capital is one of the most active investors in the womens specialty retail market,
with an emphasis on the direct channel. Their current portfolio includes Spiegel, Newport News,
Appleseeds, Drapers & Damons, Norm Thompson and Haband, among other well known brands.
The Board of Directors has unanimously approved the merger agreement and recommends that Blairs
shareholders vote in favor of the agreement. The transaction, which is anticipated to close in the
Spring of 2007, is subject to the approval of Blairs shareholders and other closing conditions,
including regulatory review. Under the agreement, Blair may solicit additional proposals for 30
days following this announcement. The Board of Directors of Blair, with the assistance of its
independent advisors, intends to solicit proposals during this period.
Stephens Inc. served as financial advisor and provided a fairness opinion to Blair Corporation.
Patton Boggs, LLP served as legal advisor to Blair Corporation and Kirkland & Ellis served as legal
advisor to Appleseeds.
ABOUT BLAIR:
Headquartered in Warren, Pennsylvania, Blair Corporation sells a broad range of womens and mens
apparel and home products through direct mail marketing and its Web site www.blair.com. Blair
Corporation employs approximately 1,900 associates (worldwide) and operates facilities and retail
outlets in Northwestern Pennsylvania as well as a catalog outlet in Wilmington, Delaware. The
Company, which has annual sales of approximately $450 million, is publicly traded on the American
Stock Exchange (Amex: BL). For additional information, please visit http://www.blair.com.
ABOUT APPLESEEDS TOPCO, INC.:
A portfolio company of Golden Gate Capital, Appleseeds Topco, Inc. is a leading, multi-channel
marketer of apparel and home products focused on serving the needs of the rapidly growing
market segment of women and men above the age of fifty. With more than $650 million in
annual revenues currently and over $1.1 billion post-transaction, Appleseeds provides quality
products to consumers through the direct channels of catalog, internet and retail, with a
relentless focus on delivering superior service. Appleseeds Topco is comprised of the brands
Appleseeds, Drapers & Damons, Haband, Norm Thompson, Sahalie, Solutions and the Tog Shop.
ABOUT GOLDEN GATE CAPITAL:
Golden Gate Capital is a San Francisco-based private equity firm with over $3.0 billion of capital
under management dedicated to investing in change-intensive opportunities. The firms charter is to
partner with world-class management teams to make equity investments in situations where there is a
demonstrable opportunity to significantly enhance a companys value. The principals of Golden Gate
Capital have a long and successful history or investing with management partners across a wide
range of industries and transaction types. For more information, please visit
www.goldengatecap.com.
Notice to Blair Corporation Investors
Blair Corporation (the Company) intends to file a proxy statement in connection with the proposed
merger. The Companys investors and security holders are urged to read the proxy statement and
other relevant materials when they become available, because they will contain important
information about the Company and the proposed merger. In addition to the documents described
above, the Company files annual, quarterly and current reports, proxy statements and other
information with the U.S. Securities and Exchange Commission (the SEC). The proxy statement and
other relevant materials (when they become available), and any other documents filed with the SEC
by the Company are available without charge at the SECs website, at www.sec.gov. In
addition, investors and security holders may obtain copies of the documents filed with the SEC by
the Company without charge by contacting: Roger Allen, Blair Corporation., 220 Hickory Street,
Warren, Pennsylvania 16366 or by visiting the Companys website at www.blair.com.
The Company is not currently engaged in a solicitation of proxies of the investors or security
holders of the Company in connection with the proposed merger. If a proxy solicitation commences,
the Company and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the Companys stockholders in connection with the proposed merger. A
description of certain interests of the directors and executive officers of the Company is set
forth in the Companys proxy statement for its 2006 annual meeting which was filed with the SEC on
March 24, 2006. Additional information regarding the interests of such potential participants will
be included in the definitive proxy statement and other relevant documents to be filed with the SEC
in connection with the proposed merger.
This release contains certain statements, including without limitation, statements containing the
words believe, plan, expect, anticipate, strive, and words of similar import relating to
future results of the Company (including certain projections and business trends) that are
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result of certain risks and
uncertainties, including but not limited to, changes in political and economic conditions, demand
for and market acceptance of new and existing products, as well as other risks and uncertainties
detailed in the most recent periodic filings of the Company with the Securities and Exchange
Commission.