Iconix Brand Group, Inc. (Nasdaq: ICON) (“Iconix” or the “Company”)
today announced it has entered into a definitive agreement and plan
of merger to be acquired by Iconix Acquisition Corp., an affiliate
of Lancer Capital, LLC (“Purchaser”), in an all-cash transaction
that values Iconix at approximately $585 million, including
net-debt.
“Today’s announcement represents the culmination of a year-long
examination by our Board of Directors of strategic alternatives for
the Company,” said Bob Galvin, Chief Executive Officer. “After a
thorough and deliberative examination of all potential strategic
alternatives, the Board of Directors determined that the
transaction with Lancer provides the best value for our
stockholders. We expect that Iconix will continue developing its
brands and supporting its partners as a private company.”
Upon the terms and subject to the conditions of the agreement,
Purchaser will commence a tender offer to acquire all of the
outstanding shares of Iconix’s common stock for $3.15 per share, in
cash. The offer price per share of common stock represents a
premium of 28.6% over Iconix’s closing share price on June 10,
2021, the last trading day prior to announcement and a premium of
approximately 46.5% over the 30-day average volume weighted share
price for the period ended June 10, 2021.
Shares not tendered in the offer will be acquired in a
second-step merger at the same cash price as paid in the offer.
Closing of the transaction is conditioned upon, among other things,
satisfaction of a minimum tender condition, clearance under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other
customary closing conditions. Upon completion of the transaction,
Iconix will become a private company. Iconix currently expects the
transaction to close before the end of the third quarter of
2021.
The Iconix board of directors has unanimously approved the
transactions contemplated by the agreement, and determined that the
agreement and the transactions contemplated by the agreement, are
fair to, and advisable and in the best interests of the Company and
its stockholders, and recommends the Company’s stockholders tender
their shares in the offer.
Ducera Partners is serving as financial advisor, and Dechert LLP
is serving as legal counsel to Iconix. The Purchaser is being
advised by Latham & Watkins LLP. Purchaser has obtained a debt
financing commitment from Silver Point Capital.
About Iconix Brand Group, Inc.
Iconix Brand Group, Inc. owns, licenses and markets a portfolio
of consumer brands including: CANDIE’S ®, BONGO ®, JOE
BOXER ®, RAMPAGE ®, MUDD ®, MOSSIMO ®, LONDON
FOG ®, OCEAN PACIFIC ®, DANSKIN ®, ROCAWEAR ®,
CANNON ®, ROYAL VELVET ®, FIELDCREST ®,
CHARISMA ®, STARTER ®, WAVERLY ®, ZOO YORK ®,
UMBRO ®, LEE COOPER ®, ECKO UNLTD. ®, MARC
ECKO ®, ARTFUL DODGER ®, and HYDRAULIC®. In addition,
Iconix owns interests in the MATERIAL GIRL ®, ED HARDY ®,
TRUTH OR DARE ®, MODERN AMUSEMENT ®, BUFFALO ® and
PONY ® brands. The Company licenses its brands to a network of
retailers and manufacturers. Through its in-house business
development, merchandising, advertising and public relations
departments, Iconix manages its brands to drive greater consumer
awareness and brand loyalty.
Additional Information and Where to Find It
In connection with the proposed acquisition of Iconix Brand
Group, Inc. (“Iconix”), Iconix Acquisition Corp. (“Purchaser”),
will commence a tender offer for all of the outstanding shares of
Iconix. The tender offer for Iconix’s common stock has not yet
commenced. This report is neither an offer to buy nor the
solicitation of an offer to sell any securities. It is also
not a substitute for the tender offer materials that Purchaser will
file with the U.S. Securities and Exchange Commission (the “SEC”)
upon commencement of the tender offer. The solicitation and the
offer to buy shares of Iconix’s common stock will be made only
pursuant to an offer to purchase and related materials that
Purchaser intends to file with the SEC. At the time the tender
offer is commenced, Purchaser will file a Tender Offer Statement on
Schedule TO with the SEC, and thereafter the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. The Tender Offer Statement on Schedule
TO (including an offer to purchase, a related letter of transmittal
and other offer documents) and the Solicitation/Recommendation
Statement on Schedule 14D-9 will contain important information that
should be read carefully and considered before any decision is made
with respect to the tender offer. These materials will be sent free
of charge to the Company’s stockholders when available and may also
be obtained by contacting the Company’s Investor Relations
Department at (212) 730-0030 or investorrelations@iconixbrand.com.
In addition, all of these materials (and all other tender offer
documents filed with the SEC) will be available at no charge from
the SEC through its website at www.sec.gov upon filing with the
SEC. ICONIX’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER
MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER
RELEVANT DOCUMENTS FILED BY PURCHASER OR ICONIX WITH THE SEC WHEN
THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO
THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER, PURCHASER AND ICONIX.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains forward-looking statements that
involve risks and uncertainties, including statements regarding our
pending acquisition by affiliates of Purchaser (the “Transaction”),
including the expected timing of the closing of the transaction and
considerations taken into account by our Board of Directors in
approving the Transaction. These forward-looking statements involve
risks and uncertainties, many of which are outside management’s
control. If any of these risks or uncertainties materialize, or if
any of our assumptions prove incorrect, our actual results could
differ materially from the results expressed or implied by these
forward-looking statements. These risks and uncertainties include
risks associated with: the risk that the conditions to the closing
of the Transaction are not satisfied, including the risk that a
sufficient number of Iconix’s stockholders do not participate in
the Transaction; the risk that the merger agreement for the
Transaction may be terminated in circumstances that require Iconix
to pay a termination fee of $1,824,000 and reimbursement of
expenses of $10,000,000; potential litigation relating to the
Transaction; the failure to satisfy other conditions to completion
of the Transaction, including the receipt of all regulatory
approvals related to the Transaction (and any conditions,
limitations or restrictions placed on these approvals); the failure
of Purchaser to consummate the necessary financing arrangements;
risks that the tender offer and related transactions disrupt
current plans and operations and the potential difficulties in
employee retention as a result of the proposed transactions; the
effects of local and national economic, credit and capital market
conditions on the economy in general, and other risks and
uncertainties; uncertainties as to the timing of the consummation
of the Transaction and the ability of each party to consummate the
Transaction; and the risks described in the filings that we make
with the SEC from time to time, including the risks described under
the headings “Risk Factors” and “Management Discussion and Analysis
of Financial Condition and Results of Operations” in our Annual
Report on Form 10-K, which was filed with the SEC on
March 31, 2021, and which should be read in conjunction with our
financial results and forward-looking statements. Our filings with
the SEC are available on the SEC filings section of the Investor
Relations page of our website at http://iconixbrand.com. All
forward-looking statements in this communication are based on
information available to us as of the date of this communication,
and we do not assume any obligation to update the forward-looking
statements provided to reflect events that occur or circumstances
that exist after the date on which they were made, except as
required by law. You should not place undue reliance on such
forward-looking statements. All forward-looking statements are
based on information available to management on the date of this
communication, and we assume no obligation to, and expressly
disclaim any obligation to, update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof.
Contacts
For Iconix
Media contact:John T. McClain Executive Vice
President and Chief Financial Officer Iconix Brand
Group, Inc. jmcclain@iconixbrand.com
212-730-0030
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