Everlast Worldwide Announces Filing of Definitive Proxy Materials
August 17 2007 - 10:10AM
Business Wire
Everlast� Worldwide Inc. (Nasdaq: EVST) announced today that, on
August 16, 2007, it filed with the Securities and Exchange
Commission definitive proxy materials in connection with the
Company's pending merger with Brands Holdings Limited. The mailing
of such proxy materials to shareholders is expected to begin Monday
August 20, 2007. Under the terms of the amended merger agreement
with Brands Holdings, as previously announced on June 29, 2007,
Brands Holdings will acquire all of the outstanding shares of
Everlast Worldwide Inc. common stock for $33.00 per share in cash.
A special meeting of the Company�s shareholders, to consider and
vote upon the proposed merger, has been scheduled for September 19,
2007, at 10:00 a.m. ET, at the Millennium Broadway Hotel, in Room
311. The Millennium Broadway Hotel is located at 145 West 44th
Street, New York, New York 10036. The Company�s shareholders of
record as of the close of business on July 26, 2007 will be
entitled to vote at the special meeting. The Company�s Board of
Directors, has unanimously approved the Brands Holdings
transaction, has determined that it is advisable and fair to and in
the best interests of the Company and its stockholders and
recommends that the Company�s shareholders vote "FOR" the approval
of the Brands Holdings merger agreement and the merger.
Shareholders are encouraged to read the Company's definitive proxy
materials in their entirety, as they provide, among other things, a
detailed discussion of the process that led to the proposed merger
and the reasons behind the Board of Directors' recommendation that
shareholders vote FOR the approval and adoption of the merger
agreement. If shareholders have questions about the special meeting
or the transactions after reading the Company�s definitive proxy
statement, they are encouraged to contact the Company�s proxy
solicitor, MacKenzie Partners, Inc., at 105 Madison Avenue, New
York, New York 10016 (or call MacKenzie toll-free at
1-800-322-2885). As disclosed in the Company�s definitive proxy
materials, the Company also announced that entered into a
memorandum of understanding pursuant to which the parties reached
an agreement in principle for the settlement of the consolidated
William Sweet and Charles Restivo shareholder lawsuit actions. The
parties have agreed to use their best efforts to agree upon,
execute and present to the Court, by September 21, 2007, a formal
stipulation of settlement. Pending the negotiation and execution of
such stipulation, all proceedings, other than settlement-related
proceedings, have been suspended. Pursuant to the memorandum of
understanding, plaintiffs and their counsel have agreed that they
will petition the Court only for attorneys' fees and expenses, and
the Company has agreed not to oppose any such motion. About
Everlast Worldwide Inc. Everlast Worldwide Inc. is a leading
designer, manufacturer and marketer of boxing and fitness related
sporting goods equipment under the well-recognized Everlast brand
name and a worldwide licensor of the Everlast brand for apparel,
footwear, sporting goods equipment and other active lifestyle
products and accessories. Since 1910, Everlast has been the
preeminent brand in the world of boxing and among the most
recognized brands in the overall sporting goods and apparel
industries. In order to capitalize on the rich heritage and
authenticity of the Everlast brand, the company has extended the
Everlast brand outside of the boxing ring into complementary
product categories. Our strategy is to continue to leverage the
unique qualities represented by the Everlast brand�Strength,
Dedication, Individuality and Authenticity � to become a leading
global athletic brand and a necessary part of the lives of
consumers who train, compete and live an active lifestyle.
Statements made in this Press Release that are estimates of past or
future performance are based on a number of factors, some of which
are outside of the Company's control. Statements made in this Press
Release that state the intentions, beliefs, expectations or
predictions of Everlast Worldwide, Inc. and its management for the
future are forward-looking statements. It is important to note that
actual results could differ materially from those projected in such
forward-looking statements. Information concerning factors that
could cause actual results to differ materially from those in
forward-looking statements is contained from time to time in
filings of Everlast Worldwide with the U.S. Securities and Exchange
Commission. Copies of these filings may be obtained by contacting
Everlast Worldwide or the SEC.
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