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Hastings Entertainment is merging with NECA/Wizkids. Well, sort of. Remember the name JOEL WEINSHANKER and you'll be able to connect the dots.
Hastings Entertainment operates a chain of over 140 stores that sells books, video games, comics, etc. They're being bought out by Draw Another Circle.
To break things down, here's my bullet points:
•Joel Weinshanker is the man that 100% owns NECA (and wizkids). NECA, in turn, owns 12% of Hastings' outstanding shares.
•Over the years, NECA products have appeared for sale at Hastings Entertainment stores.
•The merger is actually between Hastings Entertainment and Hendrix Acquisition, and would be fully owned by another company: Draw Another Circle LLC.
•Draw Another Circle LLC and Hendrix are all owned by... Joel Weinshanker.
•Hastings will basically go from a public traded company to a private company owned by Weinshanker.
•John H. Marmaduke is the chairman and CEO of Hastings, and owns 32% of the shares of Hastings, and he has approved of the deal.
•Marmadukes 32% and Weinshanker's 12% brings the total "pro merger" votes to 44%. The rest of the shareholders must still vote on merger, but finding another 7% "Yes" votes should be easy.
•Marmaduke will get a $1.5 million one-time cash payment from the merger, and he is expected to retire once it is complete.
On Monday the Hasting's stock closed around $2.80. Draw Another Circle is buying out Hastings for $3.00 per share. Basically, if you own shares of Hastings, you'll get a check in the mail for your shares; you'll basically be bought out. This is an important note because NECA owns 12% of Hastings stock and will get $3.00 per share.
Why is that important? Because Joel Weinshanker owns both NECA and Draw Another Circle. Due to a possible conflict of interest, and the rather low buyout price of $3.00, a few New York City lawfirms are looking into the merger because Wienshanker may have used his 12% NECA influence to buy Hastings at an unfairly low price. Still, if all goes through, Weinshanker will solely own Draw Another Circle, NECA, WIKZIDS, and Hastings.
Quote from the Wallstreet Journal Online:
"Under the terms of the transaction, Hastings shareholders will receive $3.00 for each share of Hastings stock they own. The investigation concerns whether the Hastings Board breached their fiduciary duties to stockholders by failing to adequately shop the Company before agreeing to enter into this transaction, and whether Mr. Weinshanker is taking advantage of his position to purchase the Company at an unfair price. In particular, Hastings has a reported book value of $7.57 per share for the most recent quarter, and at least one analyst set a price target at $5.00 per share."
So what's this mean for NECA/WIZKIDS? Probably nothing actually. With such a small presence (140+ Hastings stores in the US), Wizkids would be foolish to stop catering to the direct market; upsetting the comic/game retailers would literally be suicide.
There's always a chance that Weinshanker will divest Wizkids into it's own standalone company again, but I have my doubts; using NECA to acquire licenses is probably working out for Wizkids really well.
Then again, if Wizkids WERE to go out on it's own again, it might not be so bad either. Maybe they'd finally make a Family Guy Clix. That's the kind of HeroClix World I want to live in (see what I did there?)