NEW YORK, April 7, 2014 /PRNewswire/ -- The Jones Group
Inc. (NYSE: JNY) ("The Jones Group" or the "Company") announced
that, at today's special meeting, The Jones Group shareholders
overwhelmingly voted to approve the agreement pursuant to which
affiliates of Sycamore Partners will acquire The Jones Group for
$15.00 per share in cash, or a total
transaction value of approximately $2.2
billion. With today's approval of the proposals by The Jones
Group shareholders, The Jones Group Inc. and Sycamore Partners have
received all requisite approvals required to complete the
transaction. The companies are committed to a seamless transition
and expect to close the transaction promptly.
Wesley R. Card, The Jones Group
Chief Executive Officer, said: "We are pleased to have received
such positive shareholder support for the merger with Sycamore
Partners. We believe this transaction represents the best outcome
for The Jones Group, our shareholders and the loyal customers of
our brands, and we expect a seamless transition following the
transaction close. The Jones Group Board of Directors and
management team have worked diligently to advance the best
interests of all of the Company's shareholders, and we are grateful
for the support received for the Board's recommendations. We are
also appreciative of the talented and committed employees of The
Jones Group, who have worked so hard throughout this process."
Based on a preliminary vote assessment, approximately 79.1% of
the Jones Group total outstanding shares as of the March 5, 2014 record date for the special meeting
were represented, and approximately 98.8% were voted in favor of
the merger agreement. The Jones Group had 78,858,502 shares of
common stock outstanding as of the record date for the special
meeting.
Citigroup Global Markets, Inc. is acting as financial advisor to
The Jones Group and Peter J. Solomon Company is acting as financial
advisor to the Company's Board of Directors. Cravath, Swaine &
Moore LLP is acting as legal advisor to The Jones Group and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
advisor to the independent directors of the Company's Board of
Directors.
About The Jones Group Inc.
The Jones Group Inc. (www.jonesgroupinc.com) is a leading global
designer, marketer and wholesaler of over 35 brands with product
expertise in apparel, footwear, jeanswear, jewelry and handbags.
The Jones Group has a reputation for innovation, excellence in
product quality and value, operational execution and talent. The
Company also markets directly to consumers through branded
specialty retail and outlet stores, through concessions at upscale
department stores and through its e-commerce sites.
The Company's internationally recognized brands and licensing
agreements (L) include: Nine West, Jones New York, Anne Klein, Kurt
Geiger, Rachel Roy (L),
Robert Rodriguez, Robbi & Nikki,
Stuart Weitzman, Easy Spirit,
Carvela, Gloria Vanderbilt, l.e.i.,
Bandolino, Enzo Angiolini, Nine
& Co., Joan & David, Miss KG, Kasper, Energie, Evan-Picone,
Le Suit, Mootsies Tootsies, Erika,
Napier, Jessica Simpson (L),
Givenchy (L), Judith Jack,
Albert Nipon, Pappagallo and Rafe
(L).
Cautionary Statement Regarding Forward-Looking
Statements
Statements about the expected timing, completion and effects of
the merger, and all other statements made in this communication
that are not historical facts are forward-looking statements and
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. In some cases, these
forward-looking statements may be identified by the use of words
such as "may," "will," "expect," "plan," "anticipate," "believe,"
or "project," or the negative of those words or other comparable
words. Any forward-looking statements included in this
communication are made as of the date hereof only, based on
information available to the Company as of the date hereof, and
subject to applicable law to the contrary, the Company undertakes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Such forward-looking statements are subject to a number of risks,
assumptions and uncertainties that could cause the Company's actual
results to differ materially from those suggested by the projected
results in such forward-looking statements. Such risks and
uncertainties include, among others: any conditions imposed on the
parties in connection with the consummation of the transactions
described herein; the Company's ability to maintain relationships
with customers, employees or suppliers following the announcement
of the merger agreement and the transactions contemplated thereby;
the ability of third parties to fulfill their obligations relating
to the proposed transactions, including providing financing under
current financial market conditions; the ability of the parties to
satisfy the conditions to closing of the proposed transactions; the
risk that the merger and the other transactions contemplated by the
merger agreement may not be completed in the time frame expected by
the parties or at all; and the risks that are described from time
to time in the Company's reports filed with the U.S. Securities and
Exchange Commission (the "SEC"), including the Annual Report on
Form 10-K for the fiscal year ended December
31, 2013, filed with the SEC on February 18, 2014 and amended on April 1, 2014, in other of the Company's filings
with the SEC from time to time, including Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, and on general industry and
economic conditions. The Company believes these forward-looking
statements are reasonable; however, you should not place undue
reliance on forward-looking statements, which are based on current
expectations. Any or all of the Company's forward-looking
statements may turn out to be wrong. They can be affected by
inaccurate assumptions or by known or unknown risks, uncertainties
and other factors, many of which are beyond the Company's
control.
SOURCE The Jones Group Inc.
