Perry Ellis Shareholders to Receive $27.50 Per
Share in Cash
Perry Ellis International, Inc. (NASDAQ:PERY) (“Perry Ellis” or the
“Company”) today announced that based on the vote tally from the
Special Meeting held today, Perry Ellis shareholders have approved
the proposed transaction with George Feldenkreis in which Perry
Ellis will become a private company through a $437 million
transaction.
Under the terms of the Feldenkreis merger agreement, Perry
Ellis’ unaffiliated shareholders will receive $27.50 per share in
cash upon closing. The purchase price represents a premium of
approximately 21.6 percent to Perry Ellis’ unaffected closing stock
price on February 5, 2018, the last trading day prior to George
Feldenkreis announcing his proposal to take the Company
private.
The Company expects to announce consummation of the merger
within the coming days.
The final vote count regarding the Special Meeting will be
certified by the independent Inspector of Elections, First Coast
Results, Inc., and filed with the Securities and Exchange
Commission on a Form 8-K as soon as practicable.
PJ SOLOMON is serving as financial advisor to the Special
Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Akerman LLP are serving as the Special Committee’s legal
counsel.
About Perry Ellis International
Perry Ellis International, Inc. is a leading designer,
distributor and licensor of a broad line of high quality men's and
women's apparel, accessories and fragrances. The company's
collection of dress and casual shirts, golf sportswear, sweaters,
dress pants, casual pants and shorts, jeans wear, active wear,
dresses and men's and women's swimwear is available through all
major levels of retail distribution. The company, through its
wholly owned subsidiaries, owns a portfolio of nationally and
internationally recognized brands, including: Perry Ellis®, An
Original Penguin by Munsingwear®, Laundry by Shelli Segal®,
Rafaella®, Cubavera®, Ben Hogan®, Savane®, Grand Slam®, John
Henry®, Manhattan®, Axist®, Jantzen® and Farah®. The company
enhances its roster of brands by licensing trademarks from third
parties, including: Nike® for swimwear, Callaway®, PGA TOUR®, Jack
Nicklaus® for golf apparel and Guy Harvey® for performance fishing
and resort wear. Additional information on the company is available
at http://www.pery.com.
Safe Harbor Statement
We caution readers that the forward-looking statements
(statements which are not historical facts) in this release are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are based on current expectations rather than historical
facts and they are indicated by words or phrases such as
“proposed,” “anticipate,” “believe,” “budget,” “contemplate,”
“continue,” “could,” “estimate,” “expect,” “guidance,” “indicate,”
“intend,” “may,” “might,” “plan,” “possibly,” “potential,”
“predict,” “probably,” “proforma,” “project,” “seek,” “should,”
“target,” or “will” or the negative thereof or other variations
thereon and similar words or phrases or comparable terminology.
Such forward-looking statements include, but are not limited to,
statements regarding Perry Ellis’ strategic operating review,
growth initiatives and internal operating improvements intended to
drive revenues and enhance profitability, the implementation of
Perry Ellis’ profitability improvement plan and Perry Ellis’ plans
to exit underperforming, low growth brands and businesses. We have
based such forward-looking statements on our current expectations,
assumptions, estimates and projections. While we believe these
expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, and other
factors that may cause actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements, many of which are beyond our control. These factors
include: general economic conditions, a significant decrease in
business from or loss of any of our major customers or programs,
anticipated and unanticipated trends and conditions in our
industry, including the impact of recent or future retail and
wholesale consolidation, recent and future economic conditions,
including turmoil in the financial and credit markets, the
effectiveness of our planned advertising, marketing and promotional
campaigns, our ability to contain costs, disruptions in the supply
chain, including, but not limited to those caused by port
disruptions, disruptions due to weather patterns, our future
capital needs and our ability to obtain financing, our ability to
protect our trademarks, our ability to integrate acquired
businesses, trademarks, trade names and licenses, our ability to
predict consumer preferences and changes in fashion trends and
consumer acceptance of both new designs and newly introduced
products, the termination or non-renewal of any material license
agreements to which we are a party, changes in the costs of raw
materials, labor and advertising, our ability to carry out growth
strategies including expansion in international and
direct-to-consumer retail markets, the effectiveness of our plans,
strategies, objectives, expectations and intentions which are
subject to change at any time at our discretion, potential cyber
risk and technology failures which could disrupt operations or
result in a data breach, the level of consumer spending for apparel
and other merchandise, our ability to compete, exposure to foreign
currency risk and interest rate risk, the impact to our business
resulting from the United Kingdom’s referendum vote to exit the
European Union and the uncertainty surrounding the terms and
conditions of such a withdrawal, as well as the related impact to
global stock markets and currency exchange rates; possible
disruption in commercial activities due to terrorist activity and
armed conflict, actions of activist investors and the cost and
disruption of responding to those actions, and other factors set
forth in Perry Ellis’ filings with the Securities and Exchange
Commission. Forward-looking statements also may include information
concerning the proposed merger transaction, including unexpected
costs or liabilities, delays due to regulatory review, failure to
timely satisfy or have waived certain closing conditions, failure
to obtain the financing for the merger, the commencement of
litigation relating to the merger, whether or when the proposed
merger will close and changes in general and business conditions.
Investors are cautioned that all forward-looking statements involve
risks and uncertainties and factors relating to the proposed
transaction, including those risks and uncertainties detailed in
Perry Ellis’ filings with the SEC, all of which are difficult to
predict and many of which are beyond Perry Ellis’ control. You are
cautioned not to place undue reliance on these forward-looking
statements, which are valid only as of the date they were made. We
undertake no obligation to update or revise any forward-looking
statements to reflect new information or the occurrence of
unanticipated events or otherwise, except as required by law.
Contacts
Media: Joele Frank, Wilkinson Brimmer KatcherEd Trissel / Sharon
Stern / Jeff Kauth212-355-4449
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