Prospective Sellers

AKJ Books - Acquisition Overview

In January 2005, AKJ Educational Services (formerly AKJ Book Fare) had just completed its 30th year of profitable operation and was twelve months removed from achieving record high sales and profitability. After 15 years of ownership and day to day management of AKJ, the owner, Ned Mandel, decided it was time for him to exit. Having achieved significant earnings and valuation growth while single-handedly running the company, Mr. Mandel, in his mid-forties, desired a change and began looking towards the next phase of his family life and career.

In early 2005, Mr. Mandel began to seriously explore options for the sale of the company. After evaluating various merger scenarios with competitors, Mr. Mandel ruled out this type of exit as too risky for AKJ's employees and customers, whom he wanted to ensure would retain employment through the acquisition. Instead, with the help of his business advisor, he began to target strategic acquirers interested in taking on full ownership and control of the company.

Mr. Mandel and the Vicour team first met in late July 2005 and, within 30 days, signed a letter of intent to negotiate an Asset Purchase Agreement. Upon signing of the letter of intent, Vicour began due diligence immediately and negotiation of the Asset Purchase Agreement was complete approximately 60 days later, in mid-November. The transaction closed, as planned, on January 3, 2006.

Ned Mandel comments: "I first met Tim Thompson and Jim Seba in July, 2005. It was clear to me that they were a unique purchasing team, combining many positive attributes such as: intelligence, honesty, financial capacity, ambition, and energy. We worked closely together across the Summer of 2005, which led to a Letter of Intent being signed towards the end of September, 2005. They were very detailed in their due diligence, but at the same time, very respectful of the existing business and me as the owner. We agreed upon a fair deal, one that satisfied both buyer and seller. The contract negotiations (asset sale agreement) were completed across the Fall of 2005 and we closed in early January, 2006. I felt that both Tim and Jim were very open and fair during the entire process. They handled each step of the process in a thorough, thoughtful manner. My experience in selling AKJ to Vicour was a very positive one and I was very pleased with how the transaction transpired."

In light of Mr. Mandel's desire to exit the business post-close, a detailed transition plan was developed jointly during the due diligence phase. As part of the terms of sale, Mr. Mandel spent approximately 25 business days transitioning full-time with the new majority owner, focusing on customer, employee, and operational issues. He also made himself available, as a consultant, during the first full year following the close of the transaction, a year that saw steady earnings performance, new growth in one key line of business, and 100% retention of all key employees.