Abercrombie & Fitch Co. Does Not Endorse Below Market Mini-Tender Offer by TRC Capital Corporation
September 17 2004 - 5:03PM
PR Newswire (US)
Abercrombie & Fitch Co. Does Not Endorse Below Market
Mini-Tender Offer by TRC Capital Corporation NEW ALBANY, Ohio,
Sept. 17 /PRNewswire-FirstCall/ -- Abercrombie & Fitch Co.
(NYSE:ANF) announced today that it has been notified of an
unsolicited "mini-tender" offer by TRC Capital Corporation ("TRC
Capital"), a private Canadian investment company. TRC Capital has
provided Abercrombie & Fitch with a copy of the Offer to
Purchase documents, dated September 8, 2004, pursuant to which TRC
Capital has offered to purchase for cash up to 2,500,000
outstanding shares of Class A Common Stock of Abercrombie &
Fitch. The offer price of $30.00 net per share represents a 5.4%
discount to the $31.71 closing price for Abercrombie & Fitch
Class A Common Stock on the New York Stock Exchange on September 7,
2004, the day before the date of the Offer to Purchase documents
and 10.2% below yesterday's $33.40 per share closing price.
Abercrombie & Fitch does not recommend or endorse this offer,
and Abercrombie & Fitch is not affiliated in any way with TRC
Capital, the offer or the Offer to Purchase documents. The
Securities and Exchange Commission ("SEC") has issued "Investor
Tips" regarding mini-tender 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" and that "mini-tender offers
typically do not provide the same disclosure and procedural
protections that larger, traditional tender offers provide." 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
. Abercrombie & Fitch urges investors to obtain current market
quotations for their shares of Class A Common Stock, consult with
their broker or financial advisor and exercise caution with respect
to TRC Capital's offer. Stockholders are advised that TRC Capital's
offer is subject to numerous conditions, including there being no
decrease in the market price of Abercrombie & Fitch Class A
Common Stock and the availability of financing for the purchase on
terms satisfactory to TRC Capital. TRC Capital has also reserved
the right, in its reasonable discretion, to extend the period of
time during which the offer remains open, thereby possibly delaying
payment for shares of Abercrombie & Fitch Class A Common Stock
tendered in the offer, or to amend its offer in any other respect.
Abercrombie & Fitch understands that TRC Capital has made many
such mini- tender offers in the past. Mini-tender offers are
third-party offers which seek to acquire less than five percent of
a company's outstanding shares and thereby avoid many procedural
protections and disclosure and dissemination requirements of the
SEC that apply to offers for more than five percent of a company's
outstanding shares. The TRC Capital offer for 2,500,000 shares of
Class A Common Stock represents an offer for less than 5% of the
total outstanding Abercrombie & Fitch Class A Common Stock.
Abercrombie & Fitch stockholders who have already tendered
shares in the offer are advised that they may withdraw their shares
as described in TRC Capital's Offer to Purchase documents prior to
the expiration of the offer, which is currently scheduled for 12:01
a.m., New York City time, on Thursday, October 7, 2004. Abercrombie
& Fitch draws the attention of broker-dealers and other market
participants in the dissemination of the offer to the SEC's
recommendations to broker-dealers in these circumstances, which can
be found on the SEC's website, at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and to Information Memo Number 01-27 issued by the New York Stock
Exchange ("NYSE") on September 28, 2001 regarding the dissemination
of mini-tender offer materials, which can be found under the
"Members & Institutions -- Information Memos" tab on NYSE's
website, at http://www.nyse.com/ /. Abercrombie & Fitch
requests that a copy of this press release be included with all
distributions of materials relating to TRC Capital's "mini-tender"
offer. Abercrombie & Fitch operated a total of 735 stores at
the end of August, including 173 abercrombie stores and 202
Hollister Co. stores. The Company operates e-commerce websites at
http://www.abercrombie.com/ , http://www.abercrombiekids.com/ , and
http://www.hollisterco.com/ . SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 A&F cautions
that any forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) contained in this
release, the Company's Form 10-K or made by management of A&F
involve risks and uncertainties and are subject to change based on
various important factors, many of which may be beyond the
Company's control. Words such as "estimate," "project," "plan,"
"believe," "expect," "anticipate," "intend," and similar
expressions may identify forward-looking statements. The following
factors, in addition to those included in the disclosure under the
heading "RISK FACTORS" in "ITEM 1. BUSINESS" of A&F's Annual
Report on Form 10-K for the fiscal year ended January 31, 2004, in
some cases have affected and in the future could affect the
Company's financial performance and could cause actual results for
the 2004 fiscal year and beyond to differ materially from those
expressed or implied in any of the forward-looking statements
included in this release or otherwise made by management: changes
in consumer spending patterns and consumer preferences; the effects
of political and economic events and conditions domestically and in
foreign jurisdictions in which the Company operates, including, but
not limited to, acts of terrorism or war; the impact of competition
and pricing; changes in weather patterns; postal rate increases and
changes; paper and printing costs; market price of key raw
materials; ability to source product from its global supplier base;
political stability; currency and exchange risks and changes in
existing or potential duties, tariffs or quotas; availability of
suitable store locations at appropriate terms; ability to develop
new merchandise; and ability to hire, train and retain associates.
Future economic and industry trends that could potentially impact
revenue and profitability are difficult to predict. Therefore,
there can be no assurance that the forward-looking statements
included in this release will prove to be accurate. In light of the
significant uncertainties in the forward-looking statements
included herein, the inclusion of such information should not be
regarded as a representation by the Company, or any other person,
that the objectives of the Company will be achieved. The
forward-looking statements herein are based on information
presently available to the management of the Company. Except as may
be required by applicable law, the Company assumes no obligation to
publicly update or revise its forward-looking statements even if
experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.
DATASOURCE: Abercrombie & Fitch CONTACT: Thomas D. Lennox,
Director, Investor Relations and Corporate Communications of
Abercrombie & Fitch, +1-614-283-6751 Web site:
http://www.abercrombie.com/ http://www.abercrombiekids.com/
http://www.hollisterco.com/
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