Strategic Review Process Ongoing
Perry Ellis International (NASDAQ:PERY) (“Perry Ellis” or the
“Company”) today confirmed that George Feldenkreis has provided
notice of his intent to nominate four individuals to stand for
election to the Perry Ellis Board of Directors at the 2018 Annual
Meeting of Shareholders.
The Perry Ellis Board and its Corporate Governance and
Nominating Committee will review Mr. Feldenkreis’ proposed nominees
in due course. The Board will present its formal recommendation
regarding director nominees in the Company’s definitive proxy
statement, which will be filed with the Securities and Exchange
Commission and mailed to all shareholders eligible to vote at the
2018 Annual Meeting of Shareholders. The date of the Company’s 2018
Annual Meeting of Shareholders has not yet been announced. Perry
Ellis shareholders are not required to take action at this
time.
The Special Committee of the Perry Ellis Board of Directors,
which comprises independent directors, issued the following
statement:
The Special Committee is committed to acting
in the best interests of all shareholders. The Special Committee,
with the assistance of independent financial and legal advisors, is
evaluating the previously announced February 6, 2018 proposal from
Mr. Feldenkreis (the “Feldenkreis Proposal”). To that end, the
Special Committee will continue with its strategic review process
to maximize shareholder value, including engaging in good faith
with Mr. Feldenkreis to see if a transaction that maximizes
shareholder value can be reached.
The Special Committee will refrain at this
time from commenting on the status of all negotiations in progress
or contesting mischaracterizations of those negotiations in the
press by Mr. Feldenkreis. Our focus remains on maximizing
shareholder value.
The Special Committee noted no decision has been made with
respect to the Company's response to the Feldenkreis Proposal.
There is no assurance the Feldenkreis 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.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP
are serving as the Special Committee legal counsel and PJ SOLOMON
is serving as its financial advisor.
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.
Additional Information and Certain Information Regarding
Participants
Perry Ellis International, Inc. (the “Company”), its directors and certain of its
executive officers may be deemed to be participants in the
solicitation of proxies from Company stockholders in connection
with the matters to be considered at the Company’s 2018 Annual
Meeting. The Company intends to file a proxy statement and WHITE
proxy card with the U.S. Securities and Exchange Commission (the
“SEC”) in connection with any such
solicitation of proxies from Company stockholders. COMPANY
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the ownership of the Company’s directors and
executive officers in Company stock, restricted stock and options
is included in their SEC filings on Forms 3, 4, and 5, which can be
found through the Company’s website (http://investor.pery.com), or
through the SEC’s website at www.sec.gov. Information can also be
found in the Company’s other SEC filings, including the Company’s
Annual Report on Form 10-K for the year ended February 3, 2018.
More detailed and updated information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in
connection with the Company’s 2018 Annual Meeting. Stockholders
will be able to obtain any proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC for no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the
Company’s website at http://investor.pery.com, by writing to Perry
Ellis International, Inc., at 3000 N.W. 107 Avenue, Miami, FL
33172.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180518005502/en/
Investor:Innisfree M&A IncorporatedArthur Crozier /
Jennifer Shotwell / Scott Winter212-750-5833orMedia:Joele
Frank, Wilkinson Brimmer KatcherEd Trissel / Sharon Stern / Jeff
Kauth212-355-4449
Perry Ellis International Inc. (delisted) (NASDAQ:PERY)
Historical Stock Chart
From Jul 2024 to Aug 2024
Perry Ellis International Inc. (delisted) (NASDAQ:PERY)
Historical Stock Chart
From Aug 2023 to Aug 2024