Iconix Brand Group Inc. (NASDAQ: ICON) (�Iconix�) today announced
it has entered into a definitive agreement to purchase the brand
Ocean Pacific (�OP�) from The Warnaco Group, Inc. (NASDAQ: WRNC)
(�Warnaco�) for $54 million in the aggregate. The OP brand is a
leading global action sports lifestyle brand that is over 35 years
old and currently has 30 license agreements, half of which are
international. Primary licensed categories include footwear, kid�s
apparel, eyewear, fragrance, skateboards and surfboards. As part of
the transaction, Warnaco will be granted a license from Iconix to
continue to manufacture and sell women�s and junior swimwear.
According to Neil Cole, Chairman and CEO of Iconix, �The action
sports lifestyle segment is an area that Iconix has been seeking to
penetrate. OP is the original action sports lifestyle brand with
tremendous authenticity, high brand awareness and applicability to
a broad variety of consumer products, including apparel,
accessories and sports equipment like surf, snow and skate boards.
OP has a large global footprint with 15 different international
licensees, and Iconix believes it can expand OP�s international
business further and significantly grow the brand�s penetration in
the U.S.� Joe Gromek, Warnaco's President and Chief Executive
Officer, said, "As part of our strategy to increase shareholder
value, we continually assess our portfolio of brands and licenses
to ensure we focus on our strongest platforms for growth. While we
have made significant progress in the restructuring of the OP
business, the sale will allow us to increase our attention on our
core brands and on our international opportunities, which are the
key drivers of our growth strategy. Additionally, given the
strength of the OP brand, we are pleased to maintain our
association with the OP swimwear business.� Pursuant to the
purchase agreement, Warnaco will be paid $10 million in cash at
closing, which is anticipated to be in November 2006. The remainder
of the purchase price will be in the form of a short term note from
Iconix. The note is payable in full on or prior to December 31,
2006 through a combination of cash of not less than $17 million and
shares of Iconix common stock. Iconix may at its election extend
payment of the note until January 31, 2007, at which time it would
have paid cash of not less than $30.5 million and the remainder in
Iconix common stock. About Iconix: Iconix Brand Group Inc. (Nasdaq:
ICON - News) owns, licenses and markets a growing portfolio of
consumer brands including CANDIE'S �, BONGO �, BADGLEY MISCHKA �,
JOE BOXER � RAMPAGE � MUDD � and LONDON FOG �. The Company has also
entered into definitive agreements to purchase the brands MOSSIMO �
and OCEAN PACIFIC � which is anticipated to close this month. The
Company licenses its brands to a network of leading retailers and
manufacturers that touch every major segment of retail distribution
from the luxury market to the mass market in both the U.S. and
around the world. Iconix, through its in-house advertising,
promotion and public relations agency, markets its brands to
continually drive greater consumer awareness and equity. Iconix
Brand Group Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995. The statements that are not
historical facts contained in this press release are forward
looking statements that involve a number of known and unknown
risks, uncertainties and other factors, all of which are difficult
or impossible to predict and many of which are beyond the control
of the Company, which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward looking statements. Such factors include, but are not
limited to, uncertainty regarding the results of the Company's
acquisition of additional licenses, continued market acceptance of
current products and the ability to successfully develop and market
new products particularly in light of rapidly changing fashion
trends, the impact of supply and manufacturing constraints or
difficulties relating to the Company's licensees� dependence on
foreign manufacturers and suppliers, uncertainties relating to
customer plans and commitments, the ability of licensees to
successfully market and sell branded products, competition,
uncertainties relating to economic conditions in the markets in
which the Company operates, the ability to hire and retain key
personnel, the ability to obtain capital if required, the risks of
litigation and regulatory proceedings, the risks of uncertainty of
trademark protection, the uncertainty of marketing and licensing
acquired trademarks and other risks detailed in the Company's SEC
filings. The words "believe", "anticipate," "expect", "confident",
�project�, provide �guidance� and similar expressions identify
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward looking statements, which speak
only as of the date the statement was made. About Warnaco: The
Warnaco Group, Inc., headquartered in New York, is a leading
apparel company engaged in the business of designing, marketing and
selling intimate apparel, menswear, jeanswear, swimwear, men's and
women's sportswear and accessories under such owned and licensed
brands as Warner's�, Olga�, Lejaby�, Body Nancy Ganz(tm), Speedo�,
Anne Cole�, Op�, Ocean Pacific�, Cole of California� and Catalina�
as well as Chaps� sportswear and denim, J. Lo by Jennifer Lopez�
lingerie, Nautica� swimwear, Michael Kors� swimwear and Calvin
Klein� men's and women's underwear, men's, women's, junior women's
and children's jeans and women's and juniors' swimwear. The Warnaco
Group, Inc. notes that this press release contains "forward-looking
statements" within the meaning of Rule 3b-6 under the Securities
Exchange Act of 1934, as amended, Rule 175 under the Securities Act
of 1933, as amended, and relevant legal decisions. The
forward-looking statements involve risks and uncertainties and
reflect, when made, the Company's estimates, objectives,
projections, forecasts, plans, strategies, beliefs, intentions,
opportunities and expectations. Actual results may differ
materially from anticipated results or expectations and investors
are cautioned not to place undue reliance on any forward-looking
statements. Statements other than statements of historical fact are
forward-looking statements. These forward-looking statements may be
identified by, among other things, the use of forward-looking
language, such as the words "believe," "anticipate," "estimate,"
"expect," "intend," "may," "project," "scheduled to," "seek,"
"should," "will be," "will continue," "will likely result," or the
negative of those terms, or other similar words and phrases or by
discussions of intentions or strategies. The following factors,
among others and in addition to those described in the Company's
reports filed with the SEC (including, without limitation, those
described under the headings "Risk Factors" and "Statement
Regarding Forward-Looking Disclosure," as such disclosure may be
modified or supplemented from time to time), could cause the
Company's actual results to differ materially from those expressed
in any forward-looking statements made by it: economic conditions
that affect the apparel industry; the Company's failure to
anticipate, identify or promptly react to changing trends, styles,
or brand preferences; further declines in prices in the apparel
industry; declining sales resulting from increased competition in
the Company�s markets; increases in the prices of raw materials;
events which result in difficulty in procuring or producing the
Company's products on a cost-effective basis; the effect of laws
and regulations, including those relating to labor, workplace and
the environment; changing international trade regulation, including
as it relates to the imposition or elimination of quotas on imports
of textiles and apparel; the Company�s ability to protect its
intellectual property or the costs incurred by the Company related
thereto; the Company�s dependence on a limited number of customers;
the effects of the consolidation of the retail sector; the
Company�s dependence on license agreements with third parties; the
Company�s dependence on the reputation of its brand names,
including, in particular, Calvin Klein; the Company�s exposure to
conditions in overseas markets in connection with the Company�s
foreign operations and the sourcing of products from foreign
third-party vendors; the Company's foreign currency exposure; the
Company�s history of insufficient disclosure controls and
procedures and internal controls and restated financial statements;
unanticipated future internal control deficiencies or weaknesses or
ineffective disclosure controls and procedures; the sufficiency of
cash to fund operations, including capital expenditures; the
Company's ability to service its indebtedness, the effect of
changes in interest rates on the Company's indebtedness that is
subject to floating interest rates and the limitations imposed on
the Company's operating and financial flexibility by the agreements
governing the Company's indebtedness; the Company�s dependence on
its senior management team and other key personnel; disruptions in
the Company's operations caused by difficulties with the new
systems infrastructure; the limitations on purchases under the
Company's share repurchase program contained in the Company's debt
instruments, the number of shares that the Company purchases under
such program and the prices paid for such shares; the failure of
newly acquired businesses to generate expected levels of revenues;
the failure of the Company to successfully integrate such
businesses with its existing businesses (and as a result, not
achieving all or a substantial portion of the anticipated benefits
of the acquisition); and such newly acquired business being
adversely affected, including by one or more of the factors
described above and thereby failing to achieve anticipated revenues
and earnings growth. The Company encourages investors to read the
section entitled "Risk Factors" and the discussion of the Company's
critical accounting policies under "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Discussion of Critical Accounting Policies" included in the
Company's Annual Report on Form 10-K, as such discussions may be
modified or supplemented by subsequent reports that the Company
files with the SEC. The discussion in this press release is not
exhaustive but is designed to highlight important factors that may
affect actual results. Forward-looking statements speak only as of
the date on which they are made, and, except for the Company's
ongoing obligation under the U.S. federal securities laws, the
Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. Iconix Brand Group Inc.
(NASDAQ: ICON) ("Iconix") today announced it has entered into a
definitive agreement to purchase the brand Ocean Pacific ("OP")
from The Warnaco Group, Inc. (NASDAQ: WRNC) ("Warnaco") for $54
million in the aggregate. The OP brand is a leading global action
sports lifestyle brand that is over 35 years old and currently has
30 license agreements, half of which are international. Primary
licensed categories include footwear, kid's apparel, eyewear,
fragrance, skateboards and surfboards. As part of the transaction,
Warnaco will be granted a license from Iconix to continue to
manufacture and sell women's and junior swimwear. According to Neil
Cole, Chairman and CEO of Iconix, "The action sports lifestyle
segment is an area that Iconix has been seeking to penetrate. OP is
the original action sports lifestyle brand with tremendous
authenticity, high brand awareness and applicability to a broad
variety of consumer products, including apparel, accessories and
sports equipment like surf, snow and skate boards. OP has a large
global footprint with 15 different international licensees, and
Iconix believes it can expand OP's international business further
and significantly grow the brand's penetration in the U.S." Joe
Gromek, Warnaco's President and Chief Executive Officer, said, "As
part of our strategy to increase shareholder value, we continually
assess our portfolio of brands and licenses to ensure we focus on
our strongest platforms for growth. While we have made significant
progress in the restructuring of the OP business, the sale will
allow us to increase our attention on our core brands and on our
international opportunities, which are the key drivers of our
growth strategy. Additionally, given the strength of the OP brand,
we are pleased to maintain our association with the OP swimwear
business." Pursuant to the purchase agreement, Warnaco will be paid
$10 million in cash at closing, which is anticipated to be in
November 2006. The remainder of the purchase price will be in the
form of a short term note from Iconix. The note is payable in full
on or prior to December 31, 2006 through a combination of cash of
not less than $17 million and shares of Iconix common stock. Iconix
may at its election extend payment of the note until January 31,
2007, at which time it would have paid cash of not less than $30.5
million and the remainder in Iconix common stock. About Iconix:
Iconix Brand Group Inc. (Nasdaq: ICON - News) owns, licenses and
markets a growing portfolio of consumer brands including CANDIE'S
(R), BONGO (R), BADGLEY MISCHKA (R), JOE BOXER (R) RAMPAGE (R) MUDD
(R) and LONDON FOG (R). The Company has also entered into
definitive agreements to purchase the brands MOSSIMO (R) and OCEAN
PACIFIC (R) which is anticipated to close this month. The Company
licenses its brands to a network of leading retailers and
manufacturers that touch every major segment of retail distribution
from the luxury market to the mass market in both the U.S. and
around the world. Iconix, through its in-house advertising,
promotion and public relations agency, markets its brands to
continually drive greater consumer awareness and equity. Iconix
Brand Group Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995. The statements that are not
historical facts contained in this press release are forward
looking statements that involve a number of known and unknown
risks, uncertainties and other factors, all of which are difficult
or impossible to predict and many of which are beyond the control
of the Company, which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward looking statements. Such factors include, but are not
limited to, uncertainty regarding the results of the Company's
acquisition of additional licenses, continued market acceptance of
current products and the ability to successfully develop and market
new products particularly in light of rapidly changing fashion
trends, the impact of supply and manufacturing constraints or
difficulties relating to the Company's licensees' dependence on
foreign manufacturers and suppliers, uncertainties relating to
customer plans and commitments, the ability of licensees to
successfully market and sell branded products, competition,
uncertainties relating to economic conditions in the markets in
which the Company operates, the ability to hire and retain key
personnel, the ability to obtain capital if required, the risks of
litigation and regulatory proceedings, the risks of uncertainty of
trademark protection, the uncertainty of marketing and licensing
acquired trademarks and other risks detailed in the Company's SEC
filings. The words "believe", "anticipate," "expect", "confident",
"project", provide "guidance" and similar expressions identify
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward looking statements, which speak
only as of the date the statement was made. About Warnaco: The
Warnaco Group, Inc., headquartered in New York, is a leading
apparel company engaged in the business of designing, marketing and
selling intimate apparel, menswear, jeanswear, swimwear, men's and
women's sportswear and accessories under such owned and licensed
brands as Warner's(R), Olga(R), Lejaby(R), Body Nancy Ganz(tm),
Speedo(R), Anne Cole(R), Op(R), Ocean Pacific(R), Cole of
California(R) and Catalina(R) as well as Chaps(R) sportswear and
denim, J. Lo by Jennifer Lopez(R) lingerie, Nautica(R) swimwear,
Michael Kors(R) swimwear and Calvin Klein(R) men's and women's
underwear, men's, women's, junior women's and children's jeans and
women's and juniors' swimwear. The Warnaco Group, Inc. notes that
this press release contains "forward-looking statements" within the
meaning of Rule 3b-6 under the Securities Exchange Act of 1934, as
amended, Rule 175 under the Securities Act of 1933, as amended, and
relevant legal decisions. The forward-looking statements involve
risks and uncertainties and reflect, when made, the Company's
estimates, objectives, projections, forecasts, plans, strategies,
beliefs, intentions, opportunities and expectations. Actual results
may differ materially from anticipated results or expectations and
investors are cautioned not to place undue reliance on any
forward-looking statements. Statements other than statements of
historical fact are forward-looking statements. These
forward-looking statements may be identified by, among other
things, the use of forward-looking language, such as the words
"believe," "anticipate," "estimate," "expect," "intend," "may,"
"project," "scheduled to," "seek," "should," "will be," "will
continue," "will likely result," or the negative of those terms, or
other similar words and phrases or by discussions of intentions or
strategies. The following factors, among others and in addition to
those described in the Company's reports filed with the SEC
(including, without limitation, those described under the headings
"Risk Factors" and "Statement Regarding Forward-Looking
Disclosure," as such disclosure may be modified or supplemented
from time to time), could cause the Company's actual results to
differ materially from those expressed in any forward-looking
statements made by it: economic conditions that affect the apparel
industry; the Company's failure to anticipate, identify or promptly
react to changing trends, styles, or brand preferences; further
declines in prices in the apparel industry; declining sales
resulting from increased competition in the Company's markets;
increases in the prices of raw materials; events which result in
difficulty in procuring or producing the Company's products on a
cost-effective basis; the effect of laws and regulations, including
those relating to labor, workplace and the environment; changing
international trade regulation, including as it relates to the
imposition or elimination of quotas on imports of textiles and
apparel; the Company's ability to protect its intellectual property
or the costs incurred by the Company related thereto; the Company's
dependence on a limited number of customers; the effects of the
consolidation of the retail sector; the Company's dependence on
license agreements with third parties; the Company's dependence on
the reputation of its brand names, including, in particular, Calvin
Klein; the Company's exposure to conditions in overseas markets in
connection with the Company's foreign operations and the sourcing
of products from foreign third-party vendors; the Company's foreign
currency exposure; the Company's history of insufficient disclosure
controls and procedures and internal controls and restated
financial statements; unanticipated future internal control
deficiencies or weaknesses or ineffective disclosure controls and
procedures; the sufficiency of cash to fund operations, including
capital expenditures; the Company's ability to service its
indebtedness, the effect of changes in interest rates on the
Company's indebtedness that is subject to floating interest rates
and the limitations imposed on the Company's operating and
financial flexibility by the agreements governing the Company's
indebtedness; the Company's dependence on its senior management
team and other key personnel; disruptions in the Company's
operations caused by difficulties with the new systems
infrastructure; the limitations on purchases under the Company's
share repurchase program contained in the Company's debt
instruments, the number of shares that the Company purchases under
such program and the prices paid for such shares; the failure of
newly acquired businesses to generate expected levels of revenues;
the failure of the Company to successfully integrate such
businesses with its existing businesses (and as a result, not
achieving all or a substantial portion of the anticipated benefits
of the acquisition); and such newly acquired business being
adversely affected, including by one or more of the factors
described above and thereby failing to achieve anticipated revenues
and earnings growth. The Company encourages investors to read the
section entitled "Risk Factors" and the discussion of the Company's
critical accounting policies under "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Discussion of Critical Accounting Policies" included in the
Company's Annual Report on Form 10-K, as such discussions may be
modified or supplemented by subsequent reports that the Company
files with the SEC. The discussion in this press release is not
exhaustive but is designed to highlight important factors that may
affect actual results. Forward-looking statements speak only as of
the date on which they are made, and, except for the Company's
ongoing obligation under the U.S. federal securities laws, the
Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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