Bed Bath & Beyond Inc. Reaches Agreement To Acquire Cost Plus, Inc.

Bed Bath & Beyond Inc. and Cost Plus, Inc. jointly announced that they have entered into a definitive agreement under which Bed Bath & Beyond Inc. will acquire Cost Plus, Inc. in an all cash transaction. Bed Bath & Beyond Inc. has agreed to make a cash tender offer for all outstanding shares of Cost Plus, Inc. common stock at a price of $22 per share, followed by a merger in which all shareholders that have not tendered would receive the same consideration.. A special committee of the Cost Plus, Inc. Board of Directors also recommended the transaction following receipt of a fairness opinion from its financial advisor. In addition, Bed Bath & Beyond Inc. has entered into agreements with Red Mountain Capital Partners LLC and Stephens Investment Holdings LLC, the two largest shareholders of Cost Plus, Inc. pursuant to which each shareholder has committed to tender all of their shares, which in aggregate comprise approximately a 26% interest in Cost Plus, Inc., into the offer. The acquisition is expected to close during Bed Bath & Beyond Inc.’s fiscal second quarter. Goldman, Sachs & Co. is acting as financial advisor to and Proskauer Rose LLP as legal advisor to Bed Bath & Beyond Inc. Peter J. Solomon Company is acting as financial advisor to and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to Cost Plus, Inc.