NEW YORK, Jan. 4, 2012 /PRNewswire/ -- Bull &
Lifshitz, LLP announces an investigation into possible breaches of
fiduciary duty in connection with the proposed sale of Parlux
Fragrances, Inc. (NASDAQ: PARL) (referred to as "Parlux" or the
"Company") to Perfumania Holdings, Inc. ("Perfumania"), in a
cash-and-stock transaction valued at approximately $170 million, based on Perfumania's closing stock
price of $19.55 per share on
December 22, 2011.
Under the merger agreement, Parlux stockholders may elect to
receive, for each share of Parlux common stock that they own,
either (i) $4.00 in cash plus 0.20
shares of Perfumania common stock or (ii) .53333 shares of
Perfumania common stock, both of which are subject to certain
adjustments in the merger agreement. The maximum amount of
cash that will be paid as merger consideration is $61,895,288, and the maximum number of Perfumania
shares issuable in the merger is 5,919,052, which amounts are
subject to adjustments in certain circumstances as provided in the
merger agreement. If Parlux stockholders elect, in the
aggregate, to receive more Perfumania shares than the maximum,
those who elected to receive all shares will receive a
proportionate amount of the maximum available Perfumania shares
plus cash for the shares elected but not received. The merger
agreement values a share of Parlux stock at between $7.91 and $8.55, assuming no adjustments under
the merger agreement other than such elections.
Following the merger, the Nussdorf family, members of which are
the beneficial owners of approximately 82% of Perfumania's
outstanding shares and 11% of Parlux's outstanding shares, are
expected to continue to own a majority of Perfumania's outstanding
shares.
Bull & Lifshitz, LLP's investigation is focused on whether
the proposed deal provides adequate value to the Company's
shareholders.
If you are a holder of Parlux common stock and want to discuss
your legal rights, you may e-mail or call Bull & Lifshitz, LLP
who will, without obligation or cost to you, attempt to answer your
questions.
If you are a shareholder of Parlux and would like more
information about our investigation, please contact Joshua M.
Lifshitz, Esq. by telephone at (866) 313-6222 or by sending an
e-mail including your contact information to:
counsel@nyclasslaw.com. All e-mail correspondence should make
reference to Parlux.
Bull & Lifshitz, LLP is a New York
City-based law firm with significant experience representing
investors in merger-related shareholder class actions, shareholder
derivative actions, and securities fraud class actions. For
more information about the firm, please visit our website at
www.nyclasslaw.com.
ATTORNEY ADVERTISING. © 2012 Bull & Lifshitz,
LLP. The law firm responsible for this advertisement is Bull
& Lifshitz, LLP, 18 East 41st Street, New York, New York 10017, (212)
213-6222. Prior results do not guarantee or predict a similar
outcome with respect to any future matter.
Contact:
Joshua M. Lifshitz, Esq.
Bull & Lifshitz, LLP
Phone: 212-213-6222
Fax: 212-213-9405
Email: counsel@nyclasslaw.com
SOURCE Bull & Lifshitz, LLP