Ralph Lauren Corporation (NYSE:RL) (the “Company”), a global
leader in the design, marketing, and distribution of premium
lifestyle products, today announced that it received notice of an
unsolicited "mini-tender" offer by TRC Capital Corporation (“TRC
Capital”) to purchase from the Company’s stockholders up to 1.5
million shares of Class A Common Stock (the “Stock”) of the Company
at $72 per share. The offering price is 4.31% below the closing
price of the Stock on July 28, 2017, the last trading day before
the commencement of the offer. The offer is for approximately 2.71%
of the outstanding shares of the Stock.
The Company does not endorse TRC Capital's unsolicited
mini-tender offer and recommends that stockholders do not tender
their shares because the offer is at a price below the current
market price for the Stock and subject to numerous conditions. The
Company is not associated with TRC Capital, its mini-tender offer
or the mini-tender offer documentation.
TRC Capital has made many similar mini-tender offers for shares
of other companies. Mini-tender offers, such as this one, are
third-party offers that seek to acquire less than 5% of a company's
outstanding shares. Consequently, these offers avoid many of the
investor protections afforded for large tender offers, including
the filing of disclosure and other tender offer documents with the
U.S. Securities and Exchange Commission (the “SEC”), and other
procedures required by U.S. securities laws.
The SEC has cautioned investors about these offers, noting that
“some bidders make mini-tender offers at below-market prices,
hoping that they will catch investors off guard if the investors do
not compare the offer price to the current market price.” The SEC's
Investor Tips regarding mini-tender offers may be found on the
SEC's website at:
http://www.sec.gov/investor/pubs/minitend.htm.
The Company recommends that stockholders obtain current market
quotations for their shares, review the conditions to the offer,
consult with their broker or financial advisor and exercise caution
with respect to TRC Capital's mini-tender offer. The Company also
recommends that stockholders who have not responded to TRC
Capital's offer take no action. Stockholders who have already
tendered their shares may withdraw them at any time prior to 12:01
a.m., New York City time, on August 29, 2017, according to TRC
Capital's offering documents. TRC Capital may extend the offering
period at its discretion.
The Company encourages brokers and dealers, as well as other
market participants, to review the SEC's letter regarding
broker-dealer mini-tender offer dissemination and disclosure at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
The Company requests that a copy of this news release be
included with all distributions of materials relating to TRC
Capital's mini-tender offer related to shares of the Stock.
ABOUT RALPH LAUREN
Ralph Lauren Corporation (NYSE:RL) is a global leader in the
design, marketing and distribution of premium lifestyle products in
four categories: apparel, home, accessories and fragrances. For 50
years, Ralph Lauren's reputation and distinctive image have been
consistently developed across an expanding number of products,
brands and international markets. The Company's brand names, which
include Ralph Lauren, Ralph Lauren Collection, Ralph Lauren Purple
Label, Polo Ralph Lauren, Double RL, Lauren Ralph Lauren, Polo
Ralph Lauren Children, Chaps, and Club Monaco, among others,
constitute one of the world's most widely recognized families of
consumer brands. For more information, go to
http://investor.ralphlauren.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release and oral statements made from time to time by
representatives of the Company may contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements
regarding, among other things, our current expectations about the
Company's future results and financial condition, revenues, store
openings and closings, employee reductions, margins, expenses and
earnings and are indicated by words or phrases such as
"anticipate," "estimate," "expect," "project," "we believe" and
similar words or phrases. These forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements to be materially
different from the future results, performance or achievements
expressed in or implied by such forward-looking statements.
Forward-looking statements are based largely on the Company's
expectations and judgments and are subject to a number of risks and
uncertainties, many of which are unforeseeable and beyond our
control. The factors that could cause actual results to materially
differ include, among others: the loss of key personnel, including
Mr. Ralph Lauren, or other changes in our executive and senior
management team or to our operating structure, and our ability to
effectively transfer knowledge during periods of transition; the
potential impact to our business and future strategic direction
resulting from our transition to our new Chief Executive Officer;
our ability to successfully implement our long-term growth strategy
and achieve anticipated operating enhancements and cost reductions
from our restructuring plans; the impact to our business resulting
from investments and other costs incurred in connection with the
execution of our long-term growth strategy, including
restructuring-related charges, which may be dilutive to our
earnings in the short term; our ability to effectively manage
inventory levels and the increasing pressure on our margins in a
highly promotional retail environment; the impact to our business
resulting from potential costs and obligations related to the early
closure of our stores or termination of our long-term,
non-cancellable leases; our efforts to successfully enhance,
upgrade, and/or transition our global information technology
systems and e-commerce platform; our ability to secure our
facilities and systems and those of our third-party service
providers from, among other things, cybersecurity breaches, acts of
vandalism, computer viruses, or similar Internet or email events; a
variety of legal, regulatory, tax, political, and economic risks,
including risks related to the importation and exportation of
products, tariffs, and other trade barriers which our operations
are currently subject to, or may become subject to as a result of
potential changes in legislation, and other risks associated with
our international operations, such as compliance with the Foreign
Corrupt Practices Act or violations of other anti-bribery and
corruption laws prohibiting improper payments, and the burdens of
complying with a variety of foreign laws and regulations, including
tax laws, trade and labor restrictions, and related laws that may
reduce the flexibility of our business; changes in our tax
obligations and effective tax rates due to a variety of factors,
including potential changes in tax laws and regulations, accounting
rules, or the mix and level of earnings by jurisdiction; our
exposure to currency exchange rate fluctuations from both a
transactional and translational perspective; the impact to our
business resulting from increases in the costs of raw materials,
transportation, and labor; the potential impact to our business
resulting from the financial difficulties of certain of our large
wholesale customers, which may result in consolidations,
liquidations, restructurings, and other ownership changes in the
retail industry, as well as other changes in the competitive
marketplace, including the introduction of new products or pricing
changes by our competitors; the impact to our business resulting
from changes in consumers' ability or preferences to purchase
premium lifestyle products that we offer for sale and our ability
to forecast consumer demand, which could result in either a
build-up or shortage of inventory; our ability to maintain our
credit profile and ratings within the financial community; our
ability to access sources of liquidity to provide for our cash
needs, including our debt obligations, payment of dividends,
capital expenditures, and potential repurchases of our Class A
Common Stock, as well as the ability of our customers, suppliers,
vendors, and lenders to access sources of liquidity to provide for
their own cash needs; the potential impact to the trading prices of
our securities if our Class A common stock share repurchase
activity and/or cash dividend payments differ from investors'
expectations; the impact of the volatile state of the global
economy, stock markets, and other global economic conditions on us,
our customers, suppliers, vendors, and lenders; the impact to our
business of events of unrest and instability that are currently
taking place in certain parts of the world, as well as from any
terrorist action, retaliation, and the threat of further action or
retaliation; our ability to open new retail stores, concession
shops, and e-commerce sites in an effort to expand our
direct-to-consumer presence; our ability to continue to expand or
grow our business internationally and the impact of related changes
in our customer, channel, and geographic sales mix as a result; our
ability to continue to maintain our brand image and reputation and
protect our trademarks; our intention to introduce new products or
enter into or renew alliances and exclusive relationships; changes
in the business of, and our relationships with, major department
store customers and licensing partners; the potential impact on our
operations and on our suppliers and customers resulting from
natural or man-made disasters; the impact to our business resulting
from the United Kingdom's decision 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; and our ability to make certain
strategic acquisitions and successfully integrate the acquired
businesses into our existing operations; and other risk factors
identified in the Company's Annual Report on Form 10-K, Form 10-Q
and Form 8-K reports filed with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170808006357/en/
Ralph Lauren CorporationInvestor Relations:Evren Kopelman,
212-813-7862orCorporate Communications:Lindsay Knoll,
212-650-4401rl-press@ralphlauren.com
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