Jones Apparel Announces Successful Completion of Tender Offer for Maxwell Shoe
July 07 2004 - 8:00AM
PR Newswire (US)
Jones Apparel Announces Successful Completion of Tender Offer for
Maxwell Shoe NEW YORK, July 7 /PRNewswire-FirstCall/ -- Jones
Apparel Group, Inc. ("Jones") (NYSE:JNY) announced that it
successfully completed its cash tender offer for all the
outstanding shares of common stock, together with the associated
preferred stock purchase rights, of Maxwell Shoe Company Inc.
("Maxwell") (NASDAQ:MAXS). Approximately 13.9 million shares of
Maxwell common stock were tendered pursuant to Jones' offer
(including 305,411 shares with respect to which notices of
guaranteed delivery were submitted), representing approximately
93.4% of the issued and outstanding shares of Maxwell common stock.
Peter Boneparth, Chief Executive Officer of Jones, stated, "The
acquisition of Maxwell Shoe Company is an excellent strategic fit
for Jones Apparel. It is a wonderful complement to our existing
footwear business and allows us to further consolidate the highly
recognizable AK Anne Klein brand within our portfolio. This
acquisition will also provide us with the ability to serve a more
diversified target audience with such notable brands as Joan &
David, circa Joan & David, Mootsies Tootsies, and Sam &
Libby." Wesley Card, Chief Operating and Financial Officer,
commented, "The transaction was funded with borrowings under our
revolving credit facility and cash on hand. We look forward to
updating investors on this transaction during our previously
scheduled second quarter earnings announcement on Tuesday, July 27,
2004." Jones' tender offer for Maxwell's shares expired as
scheduled at 5:00 p.m., New York City time, on Tuesday, July 6,
2004. All validly tendered shares were accepted for purchase at a
price of $23.25 per share, net to the holder in cash without
interest, in accordance with the terms of the tender offer, and
payment for these shares will be made promptly. Jones intends to
complete the acquisition of Maxwell through a merger in which all
Maxwell shares not validly tendered into the tender offer will be
converted into the right to receive $23.25 per share, net to the
holder in cash without interest, subject to applicable appraisal
rights. Following the merger, which is expected to be completed on
Thursday, July 8, 2004, Maxwell will become an indirect
wholly-owned subsidiary of Jones. Payment of the merger
consideration will be made following the merger upon proper
presentation of certificates formerly representing Maxwell shares
to The Bank of New York, the paying agent for the merger, together
with a properly completed letter of transmittal. Transmittal
materials will be sent to Maxwell stockholders following the
merger. Under applicable law, the proposed merger is not subject to
the approval of the remaining stockholders of Maxwell. Jones
Apparel Group, Inc. (http://www.jny.com/), a Fortune 500 Company,
is a leading designer and marketer of branded apparel, footwear and
accessories. The Company's nationally recognized brands include
Jones New York, Polo Jeans Company licensed from Polo Ralph Lauren
Corporation, Evan-Picone, Norton McNaughton, Gloria Vanderbilt,
Erika, l.e.i., Energie, Nine West, Easy Spirit, Enzo Angiolini,
Bandolino, Napier, Judith Jack, Kasper, Anne Klein, Albert Nipon
and LeSuit. The Company also markets costume jewelry under the
Tommy Hilfiger brand licensed from Tommy Hilfiger Corporation and
the Givenchy brand licensed from Givenchy Corporation, and footwear
and accessories under the ESPRIT brand licensed from Esprit Europe,
B.V. For more than 30 years, the Company has built a reputation for
excellence in product quality and value, and in operational
execution. Certain statements herein are "forward-looking
statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements represent the Company's expectations or
beliefs concerning future events that involve risks and
uncertainties, including the strength of the economy and the
overall level of consumer spending, the performance of the
Company's products within the prevailing retail environment, and
other factors which are set forth in the Company's 2003 Form 10-K
and in all filings with the SEC made by the Company subsequent to
the filing of the Form 10-K. The Company does not undertake to
publicly update or revise its forward-looking statements as a
result of new information, future events or otherwise. DATASOURCE:
Jones Apparel Group, Inc. CONTACT: Wesley R. Card, Chief Operating
and Financial Officer, or Anita Britt, Executive Vice President
Finance, both of Jones Apparel Group, Inc., +1-215-785-4000 Web
site: http://www.jny.com/
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