Special Committee Continues to Evaluate George
Feldenkreis Proposal
Perry Ellis International (NASDAQ:PERY) (“Perry Ellis” or the
“Company”) today announced the Board of Directors (the “Board”) has
extended the window in which the Company must receive proper
written notice of the nomination of a director candidate in
connection with its 2018 annual meeting of shareholders to 5:00
p.m. (Eastern time) on April 30, 2018. The date and location of the
2018 annual meeting of shareholders of the Company has yet to be
announced.
The Special Committee of the Board is committed to enhancing
value for all Perry Ellis shareholders and, with the assistance of
independent financial and legal advisors, is continuing to evaluate
the previously announced February 6, 2018 proposal, as reaffirmed
on April 9, 2018, from George Feldenkreis to acquire all of the
outstanding common shares of Perry Ellis not already beneficially
owned by Mr. Feldenkreis (the “Proposal”). No decision has been
made with respect to the Company's response to the Proposal. There
is no assurance the Proposal will result in a definitive offer to
purchase the Company's outstanding capital stock or that any
definitive agreement will be executed or that the Proposal or any
other transaction will be approved or consummated. The Company will
not move forward with any transaction unless it is approved by the
Special Committee.
The aforementioned extension of the deadline for nomination of
directors in connection with the 2018 annual meeting of
shareholders of the Company is being provided in connection with
certain of the so-called “standstill” obligations contained in the
non-disclosure agreements negotiated with proponents of the
Proposal.
The Company does not undertake any obligation to provide any
updates with respect to this or any other transaction, except as
required by applicable law.
The Special Committee has retained
Paul, Weiss, Rifkind, Wharton & Garrison LLP
and Akerman LLP as its legal counsel and PJ SOLOMON as its
financial advisor to assist in its review.
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® and Jag® for swimwear, and 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
"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 these 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. Investors are cautioned that all forward-looking
statements involve risks and uncertainties, including those risks
and uncertainties detailed in Perry Ellis' filings with the SEC.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180409006393/en/
Media:Joele Frank, Wilkinson Brimmer KatcherEd Trissel /
Sharon Stern, 212-355-4449
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