IG Design Group Americas Inc. entered into a definitive agreement to acquire CSS Industries, Inc. (NYSE:CSS) for $94.5 million on January 20, 2020. Under the terms of transaction, IG Design Group plc (AIM:IGR), parent of IG Design Group Americas will commence a tender offer to acquire all outstanding shares of common stock of CSS Industries at a price of $9.40 per share in cash. As of January 31, 2020, IG Design Group Americas Inc. has commenced a tender offer to acquire all outstanding shares of common stock of CSS Industries. Following completion of the tender offer, IG Design Group will acquire any shares of CSS that are not tendered into the offer through a second-step merger, which will be completed as soon as practicable following the closing of this tender offer. Upon completion of the transaction, CSS is intended to become part of Design Group’s Design Group Americas business as a wholly owned subsidiary of IG Design Group Americas. IG Design Group plc agreed to raise approximately £120 million (approximately $156 million) through an accelerated book building of its 17.3 million shares at £6.96 ($9.05) per share, in order to fund the cash consideration, related expense, repayment of debt of CSS and growth. Under certain circumstances of termination, CSS is obligated to pay a termination fee of $3 million while under certain circumstances of termination, IG Design is required to pay a termination fee of $4.5 million. However, under the scenario if the resolutions are not passed at the general meeting and IG Design has not confirmed to CSS that it has available cash to pay the consideration within thirty-five business days of such failure to pass IG Design is obligated to pay a termination fee of $2.25 million. The current Board of Directors of CSS will be replaced by individuals appointed by DG. CSS will become a wholly owned subsidiary of DG and will no longer be listed on a stock exchange.  The closing of the tender offer is subject to customary closing conditions, including the tender of at least 51% of the outstanding shares of CSS common stock and receipt of the proceeds of the debt and equity financing or confirmation by the financing sources that the debt and equity financing will be available at the consummation of the offer and IG Design Group having completed an equity financing for gross proceeds of approximately $154.8 million. CSS Board of Directors, based on the recommendation of a special committee of independent directors formed by the Board to evaluate the transaction and potential alternatives, has unanimously approved the transaction, as has the Board of Directors of Design Group. It is expected that the transaction will close during CSS current fiscal quarter ending March 31, 2020. As of January 31, 2020, the offer is scheduled to expire at one minute after 11:59 p.m. Eastern Standard Time at the end of the day on Friday February 28, 2020. Transaction is expected by IG Design to be earnings enhancing in the first full year of acquisition. Guggenheim Securities, LLC acted as financial advisor to CSS while Bobbie Hilliam, Alex Aylen and George Fleet of Canaccord Genuity Limited acted as financial advisor to IG Design Group. Justin W. Chairman and Mike Baxter of Morgan, Lewis and Bockius LLP acted as legal advisor to CSS and Pepper Hamilton LLP acted as special counsel to the special committee of the CSS Board while Andrew Hough, Michael Dunn and Sai S. Pidatala of Seyfarth Shaw acted as the US legal advisor for the IG Design Group. MacKenzie Partners acted as information agent for IG Design Group Americas Inc. Rob Hamill and Rebecca Bothamley of Mayer Brown acted as the legal advisor to IG Design Group plc on the accelerated book build placing. Guggenheim Partners acted as fairness opinion provider to CSS. Andrew Bab of Debevoise & Plimpton LLP is advising Guggenheim Securities as financial advisor to CSS Industries, Inc. in connection with the merger of CSS and a subsidiary of IG Design Group plc. American Stock Transfer & Trust Company, LLC acted as depositary for IG Design Group Americas Inc.