Talbots Responds to Sycamore Partners
December 20 2011 - 9:00AM
Business Wire
The Talbots, Inc. (NYSE:TLB) today responded to the unsolicited
proposal received on December 6, 2011 from Sycamore Partners to
acquire all of Talbots outstanding shares of common stock at a
price of $3.00 per share. In its response, the Company informed
Sycamore Partners that it had considered and evaluated the terms of
the proposed transaction and had concluded that the proposal was
inadequate and substantially undervalues the Company.
The Board of Directors of the Company has resolved to explore a
full range of strategic alternatives to maximize value for Talbots
stockholders. Pending that evaluation, the Company will continue to
pursue its long range plan and continue its previously announced
search for a successor President and Chief Executive Officer.
Talbots has not set a definitive timetable for completion of its
evaluation and the Company stated that there can be no assurance of
any transaction as a result of its review. The Company does not
intend to discuss the status of the evaluation or provide interim
updates.
Perella Weinberg Partners is acting as financial advisor and
Dewey & LeBoeuf LLP is acting as legal counsel to Talbots.
Spencer Stuart is conducting the search for Talbots President and
Chief Executive Officer.
The Talbots, Inc. is a leading specialty retailer and direct
marketer of women’s apparel, shoes and accessories. At the end of
the third quarter 2011, the Company operated 551 Talbots stores in
46 states and Canada. Talbots brand on-line shopping site is
located at http://www.talbots.com.
Forward-looking Information
This Press Release contains forward-looking information within
the meaning of The Private Securities Litigation Reform Act of
1995. These statements may be identified by such forward-looking
terminology as "expect," "achieve," "plan," "look," "projected,"
"believe," "anticipate," "outlook," "will," "would," "should,"
"intend," "potential" or similar statements or variations of such
terms. All of the information concerning the outcome of exploring
strategic alternatives, our future liquidity, future net sales,
margins and other future financial performance and results,
achievement of operating or financial plan or forecasts for future
periods, sources and availability of credit and liquidity, future
cash flows and cash needs, success and results of strategic
initiatives and other future financial performance or financial
position, as well as our assumptions underlying such information,
constitute forward-looking information. Our forward-looking
statements are based on a series of expectations, assumptions,
estimates and projections about the Company, are not guarantees of
future results or performance and involve substantial risks and
uncertainty, including assumptions and projections concerning our
internal operating or financial plan, regular-price, promotional
and markdown selling, operating cash flows, liquidity and sources
and availability of credit for all forward periods. Our business
and our forward-looking statements involve substantial known and
unknown risks and uncertainties, including the ability to
successfully increase our customer traffic and the success and
customer acceptance of our merchandise offerings in our stores, on
our website and in our catalogs; achieving our operating plan for
operating results, working capital and cash flows; adequacy of
internal and external liquidity sources at all times; negative
reaction of and any attendant difficulties in maintaining or
extending relationships and financial arrangements with suppliers,
sourcing agent and landlords in response to unsolicited acquisition
proposals and/or evaluation of strategic alternatives; the ability
to attract and retain talented and experienced executives that are
necessary to execute our strategic initiatives; the risks
associated with our efforts to maintain our traditional customer
and expand to attract new customers; the continuing material impact
of the U.S. economic environment as well as the risks and
uncertainties included under "Risk Factors" and "Forward-looking
Information" in our Annual Report on Form 10-K for the fiscal year
ended January 29, 2011 and other periodic reports filed with the
SEC which are incorporated herein. Our Annual Report on Form 10-K
and other periodic reports are available at the Investor Relations
section of our Website at http://www.thetalbotsinc.com.
All of our forward-looking statements are as of the date of this
Press Release only. In each case, actual results may differ
materially from such forward-looking information. We can give no
assurance that such expectations or forward-looking statements will
prove to be correct. An occurrence of or any material adverse
change in one or more of the risk factors or risks and
uncertainties referred to in this Press Release or included in our
other public disclosures or our other periodic reports or other
documents or filings filed with or furnished to the SEC could
materially and adversely affect our continuing operations and our
future financial results, cash flows, available credit, prospects
and liquidity. Except as required by law, the Company does not
undertake to publicly update or revise its forward-looking
statements, whether as a result of new information, future events
or otherwise.
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