Haggar to be Acquired for $29.00 Per Share or Approximately $212 Million
September 01 2005 - 4:20AM
PR Newswire (US)
DALLAS, Sept. 1 /PRNewswire-FirstCall/ -- Haggar Corp.
(NASDAQ:HGGR) announced today the execution of a definitive
agreement whereby Infinity Associates LLC, Perseus, L.L.C. (through
an affiliate) and Symphony Holdings Limited would acquire Haggar
Corp. in a transaction valued at approximately $212 million. Under
the terms of the agreement, Haggar stockholders will receive $29.00
in cash for each share of Haggar common stock they hold. J.M.
Haggar, III, Chairman of the Board and Chief Executive Officer of
Haggar Corp., stated, "This transaction provides outstanding
shareholder value and represents an endorsement of the excellent
performance of our entire team. With the new ownership team and our
ability to utilize their respective capabilities, we will be able
to accelerate our strategy of world-class sourcing and will
strengthen the marketing power of our owned and licensed brands as
well as our service to the private label market. The net result
will be a stronger, more nimble company that is better suited for
growth in the global apparel market." Frank D. Bracken, President
of Haggar, said, "We are excited to announce this transaction,
particularly given the strengths of Infinity, Perseus and Symphony.
They share our views on the strong future of our company. Following
the completion of this transaction, it will be business as usual,
with strong new partners to support what we do best. We believe our
new partners will help us execute our strategic plan in an
environment which is focused on growth and innovation." The Board
of Directors of Haggar has unanimously approved the merger
agreement and has recommended to Haggar's stockholders that they
adopt the agreement. Completion of the transaction is contingent
on, among other things, regulatory review, approval by the
stockholders of Haggar, and funding of debt to complete the
acquisition. The transaction is expected to close by the end of
2005. Messrs. Haggar and Bracken, John C. Tolleson, a director of
Haggar, and an affiliate of Thomas G. Kahn, a director of Haggar,
have entered into separate agreements to vote shares in favor of
the transaction. Bear, Stearns & Co. Inc. acted as financial
advisor to Haggar and provided a fairness opinion to the Board of
Directors of Haggar in connection with the transaction. Vinson
& Elkins L.L.P. acted as legal advisor to Haggar in connection
with the transaction. Merrill Lynch & Co. acted as financial
advisor to the investor group in connection with the transaction
and Wilson Sonsini Goodrich & Rosati, P.C. acted as legal
advisor to the investor group. About Haggar Corp. Haggar Clothing
Co., a wholly-owned subsidiary of Haggar Corp., is a leading
marketer of men's casual and dress apparel and women's sportswear,
with global headquarters in Dallas, TX. Haggar markets in the
United States, Canada, Mexico, and the United Kingdom. Haggar also
holds exclusive licenses in the United States to use the
Claiborne(R) trademark, Kenneth Cole New York(R), and Kenneth Cole
Reaction(R) trademarks to manufacture, market, and sell men's
shorts and pants in men's classification pant departments. For more
information visit the Haggar website at http://www.haggar.com/.
About Infinity Associates LLC Infinity Associates LLC is an
investment company specializing in the acquisition of leading
brands in the consumer soft goods industry. Infinity's principals
have many years of hands on experience adding value to companies in
the areas of strategic visioning, product design, customer
relations, marketing, sourcing and organizational efficiency. About
Perseus, L.L.C. Perseus, L.L.C. is a merchant bank and private
equity fund management company with offices in Washington, D.C. and
New York City. About Symphony Holdings Limited Symphony Holdings
Limited is a manufacturing company, publicly listed on the Hong
Kong Stock Exchange. Additional Information and Where to Find It In
connection with the proposed merger, Haggar will be filing a proxy
statement and relevant documents concerning the transaction with
the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS OF HAGGAR ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies of the proxy statement and
other documents when they become available by contacting -- Haggar
Investor Relations at http://www.haggar.com/, or by mail at Haggar
Investor Relations, 11511 Luna Road, Dallas, Texas 75234, or by
telephone: (214) 352-8481. In addition, documents filed with the
SEC by Haggar are available free of charge at the Securities and
Exchange Commission's web site at http://www.sec.gov/. Haggar and
its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Haggar in
connection with the proposed transaction. Information concerning
the special interests of these directors, executive officers and
other members of Haggar's management and employees in the proposed
transaction will be included in the proxy statement of Haggar
described above. Information regarding Haggar's directors and
executive officers is also available in its proxy statement for its
2005 Annual Meeting of Stockholders, which was filed with the SEC
on January 10, 2005. This document is available free of charge at
the SEC's website at http://www.sec.gov/ and from Investor
Relations at Haggar as described above. Safe Harbor This document
contains forward-looking statements that involve risks and
uncertainties. Statements about the expected effects, timing and
completion of the proposed transaction and all other statements in
this release other than historical facts, are forward-looking
statements. The words "believe," "may," "might," "will,"
"estimate," "continue," "anticipate," "intend," "expect,"
"predict," "potential," "plans," "could," "should" and similar
expressions, without limitation, as they relate to the Company, are
intended to identify forward-looking statements. The Company has
based these forward- looking statements largely on its current
expectations and projections about future events and financial
trends that the Company believes may affect its financial
condition, results of operations, business strategy and financial
needs. These forward-looking statements are subject to a number of
known and unknown risks, uncertainties and assumptions that could
affect the results of the Company or the apparel industry generally
and could cause the Company's expected results to differ materially
from those expressed in this Current Report on Form 8-K. These
risks, uncertainties and assumptions include, among other things:
changes in general business conditions, changes in the performance
of the retail sector in general and the apparel industry in
particular, seasonality of the Company's business, changes in
retailer and consumer acceptance of new products and the success of
advertising, marketing, and promotional campaigns, impact of
competition in the apparel industry, availability and cost of raw
materials, changes in laws and other regulatory actions, changes in
labor relations, political and economic events and conditions
domestically or in foreign jurisdictions in which the Company
operates or has apparel products manufactured, including, but not
limited to, acts of terrorism, war, or insurrection, unexpected
judicial decisions, changes in interest rates and capital market
conditions, acquisitions or dissolution of business enterprises,
including the ability to integrate acquired businesses effectively,
natural disasters, and unusual or infrequent items that cannot be
foreseen or are not susceptible to estimation. We may not be able
to complete the proposed transaction on the terms summarized above
or other acceptable terms, or at all, due to a number of factors,
including but not limited to the failure (i) to obtain approval of
our stockholders, (ii) to obtain regulatory approvals, (iii) of the
purchasers to obtain the necessary financing or (iv) to satisfy
other closing conditions contained in the merger agreement. The
factors described in this paragraph and other factors that may
affect our business or future financial results are discussed in
our filings with the Securities and Exchange Commission, including
our Form 10-K for the year ended September 30, 2004 and Form 10-Q
for the quarter ended June 30, 2005, a copy of which may be
obtained from us without charge. The Company undertakes no
obligation to update any written or oral forward-looking statements
or publicly announce any updates or revisions to any of the
forward-looking statements contained herein, to reflect any change
in its expectations with regard thereto or any change in events,
conditions, circumstances or assumptions underlying such
statements. DATASOURCE: Haggar Corp. CONTACT: John W. Feray, Senior
Vice President and Chief Accounting Officer of Haggar Corp.,
+1-214-956-4511, Fax, +1-214-956-4239 Web site:
http://www.haggar.com/
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