NEW YORK, July 16, 2018 /PRNewswire/ -- Randa Accessories
announced today that it has submitted the following letter to the
Special Committee of the Board of Directors of Perry Ellis
International, Inc. (NASDAQ: PERY) to clarify a number of
statements made in the preliminary proxy statement filed by
Perry Ellis on July 11, 2018 regarding Randa's proposal to
acquire 100% of the outstanding common shares of Perry Ellis at a price of $28.00 per share. Randa's proposal was made
following the previously announced merger agreement between
Perry Ellis and a newly formed
entity controlled by its founder and director, George Feldenkreis, and represents $0.50 per share more than the consideration
offered in that insider transaction.
Randa is clearly the best acquirer for Perry Ellis
International.
It is time for the Special Committee to, at long last, engage
with us to address our sole remaining open diligence item and
enable us to provide shareholders with the highest possible value
for their investment.
Randa has the financial strength, dedicated resources, product
and brand management skills, powerful licensing and retail
partnerships, and a track record of successfully concluding complex
acquisitions, including that of a publicly-traded company with
substantial insider holdings.
The preliminary proxy inaccurately asserts that Randa's
preference was to share risk by engaging an equity partner.
Engaging a third-party partner has never been our intention. Randa
has substantial financial resources and no debt. We have
delivered executed debt commitment papers to the Special Committee
which together with available cash on hand provide sufficient
financing to pay the proposed merger consideration.
The preliminary proxy inaccurately characterizes Randa's
financing as "insufficient" and "highly conditional." Randa
has once again sent the Special Committee a document that makes
clear the sufficiency of its financing. And, the Special Committee
is well aware that the conditionality relates solely to the fact
that it has withheld from Randa access to certain key business
contacts who were available to the Feldenkreises – two of their
fellow Board members.
The Insider Proxy made the surprising assertion that Randa was
"not willing to match the equity risk being taken by" the
Feldenkreises. This is not true and is clearly disproven by a
simple comparison of the two proposals. The Insider Transaction
would have the Feldenkreises contribute nothing other than their
stock in the Company and would result in a standalone post-closing
company with a debt to EBITDA ratio of 7x—a ratio at the extreme,
and precarious, end of any acceptable range. By contrast, Randa
would merge Perry Ellis International into an existing operating
company with substantial assets including cash, inventory, accounts
receivable and profits. The resulting post-closing company,
under Randa's proposal, would have an economically favorable debt
to EBITDA ratio of 5x, as well as significant available cash to
fund a meaningful increase in much-needed brand marketing and
infrastructure upgrades. This increased financial strength and
backing from Randa would undoubtedly benefit the Company's license
partners, suppliers, employees and other stakeholders.
And, most important and quite simply, Randa's consideration of
$28.00 per share remains superior to
$27.50 per share. As noted in the
preliminary proxy, the Randa bid has always been, and remains,
higher than the price being offered the Feldenkreises. The
preliminary proxy also makes clear that George Feldenkreis has steadfastly refused to
increase his offer by even a penny.
Threadstone Partners LP is serving as financial advisor
to Randa and Willkie Farr &
Gallagher LLP is serving as legal advisor.
ABOUT RANDA
Randa: Leading with Accessories
Randa produces men's belts, small leather goods, neckwear, luggage,
casual bags, jewelry, and seasonal accessories including footwear,
hats, gloves, and gifts, bringing these to market through all
channels of distribution, worldwide. More than the world's largest
men's accessories company, Randa uses its scale and expertise to
create and expand powerful brands, exceptional products and
extraordinary shopping experiences. For more information:
www.randa.net.
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SOURCE Randa Accessories