Henry Birks & Sons Inc. and its majority-owned subsidiary Mayor’s Jewelers, Inc. said Wednesday they have signed a definitive merger agreement to combine the Birks and Mayor’s jewelry chains.

The merger agreement has been approved by the board of directors of the Sunrise, Fla.-based Mayor’s. The merger agreement has also been unanimously approved by the board of directors of Birks, based in Montreal, Canada.

“This transaction will allow us to fully integrate Mayor’s and Birks into a single retailer with two strong brands, with increased scale that we believe will allow us to create greater potential for short and long-term growth and shareholder value,” said Tom Andruskevich, CEO of both Birks and Mayor’s.

As a result of the merger, each outstanding share of Mayor’s common stock not currently owned by Birks will be converted into 0.08695 Class A voting shares of Birks. Upon completion of the merger, the existing public stockholders of Mayor’s will own approximately 1.9 million Birks Class A voting shares, or 16.6% of Birks’ common stock representing 2.3% of the voting power. And Mayor’s common stock will no longer be listed for trading on the American Stock Exchange. Birks intends to apply to list its Class A voting shares on the American Stock Exchange under the trading symbol “BMJ.”

The merger still needs the approval by Mayor’s stockholders and the Securities and Exchange Commission.

Henry Birks & Sons Inc. is a leading North American luxury retailer, designer, maker, and wholesaler of fine jewelry, time pieces, sterling silverware and gifts. Birks was founded in 1879 and has 66 luxury jewelry stores, 38 stores operating under the Birks brand across Canada, and 28 stores operating under the Mayors brand in Florida and metropolitan Atlanta, Georgia.

Mayor’s Jewelers, Inc. is a leading retailer of fine jewelry, time pieces, and gifts in Florida and Georgia. Mayor’s was founded in 1910 and for the past 95 years has maintained the intimacy of a family owned boutique while growing to become internationally renowned for its fine jewelry, timepieces and giftware.

JCK