Sycamore Partners to Acquire Hot Topic, Inc. for $14.00 Per Share in Cash
March 07 2013 - 9:00AM
Business Wire
Hot Topic, Inc. (NASDAQ Global Select Market: HOTT) (“Hot Topic”
or the “Company”) and Sycamore Partners today announced that they
have entered into a definitive agreement pursuant to which Sycamore
Partners will acquire Hot Topic for $14.00 per share in cash, or a
total of approximately $600 million. The agreement, which has been
unanimously approved by Hot Topic’s Board of Directors, represents
a premium of approximately 30% over Hot Topic’s closing stock price
on March 6, 2013.
Lisa Harper, Chief Executive Officer and Chairman of the Board
of Hot Topic, said, “We are pleased that this transaction will
allow us to deliver positive results for our shareholders. In
addition, we are very excited about the future growth for the
company and know that Sycamore Partners will provide great
resources and expertise to us as we operate as a private
company.”
“We are excited to partner with the Hot Topic management team
and all of its talented and passionate employees,” said Stefan
Kaluzny, Managing Director of Sycamore Partners. “We look forward
to supporting the Company’s continued growth.”
The transaction, which is structured as a one-step merger with
Hot Topic as the surviving corporation, is subject to customary
closing conditions, including receipt of shareholder and regulatory
approvals. The transaction requires the affirmative vote of holders
of a majority of the Company’s outstanding shares, which will be
sought at a special meeting of shareholders.
In connection with the merger agreement, Lisa Harper and Becker
Drapkin Management LP, holders of 8.9% of the Company’s stock, each
signed customary support agreements indicating they would support
the proposed transaction.
Guggenheim Securities is acting as financial advisor to Hot
Topic in connection with the transaction. Cooley LLP is acting as
Hot Topic’s legal advisor. BofA Merrill Lynch is acting as
financial advisor to Sycamore Partners and Winston & Strawn LLP
and the Law Offices of Gary M. Holihan, P.C. are acting as its
legal counsel.
About Hot Topic
Hot Topic, Inc. is a mall and web based specialty retailer
operating the Hot Topic and Torrid concepts, as well as a new test
retail concept, Blackheart. Hot Topic offers music/pop
culture-licensed and music/pop culture-influenced apparel,
accessories, music and gift items for young men and women. Torrid
retails on-trend fashion apparel, lingerie and accessories inspired
by and designed to fit the young, voluptuous woman who wears size
12 and up. Blackheart offers an expanded collection of dark, edgy,
sexy lingerie, accessories and beauty products. As of February 2,
2013, the Company operated 618 Hot Topic stores in all 50 states,
Puerto Rico and Canada, 190 Torrid stores, 5 Blackheart stores, and
Internet stores hottopic.com, torrid.com and
blackheartlingerie.com.
About Sycamore Partners
Sycamore Partners is a private equity firm based in New York
specializing in consumer and retail investments. The firm has more
than $1 billion in capital under management. The founders of
Sycamore have a long history of partnering with management teams to
improve the operating profitability and strategic value of their
businesses. They work with companies they believe have significant
growth potential, particularly when given the capital and outside
expertise they need to succeed. For more information, please visit
www.sycamorepartners.com.
Cautionary Statement Regarding Forward-Looking
Statements
The press release contains forward-looking statements.
Statements that are not historical facts, including statements
about beliefs or expectations, are forward-looking statements.
These statements are based on plans, estimates and projections at
the time the Company makes the statements, and readers should not
place undue reliance on them. In some cases, readers can identify
forward-looking statements by the use of forward-looking terms such
as “may,” “will,” “should, “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” or
“continue” or the negative of these terms or other comparable
terms. Forward-looking statements involve inherent risks and
uncertainties, and the Company cautions readers that a number of
important factors could cause actual results to differ materially
from those contained in any such forward-looking statement. Factors
that could cause actual results to differ materially from those
described in the press release include, among others: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement and the
inability to complete the proposed merger due to the failure to
obtain shareholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction.
Additional risks are described in the Company’s Annual Report on
Form 10-K for the year ended January 28, 2012 and its subsequently
filed reports with the Securities and Exchange Commission (“SEC”).
Readers are cautioned not to place undue reliance on the
forward-looking statements included in the Press Release, which
speak only as of the date hereof. The Company does not undertake to
update any of these statements in light of new information or
future events.
Important Additional Information
In connection with the proposed merger, Hot Topic, Inc. will
prepare a proxy statement to be filed with the SEC. When completed,
a definitive proxy statement and a form of proxy will be mailed to
the shareholders of the Company. THE COMPANY’S SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s
shareholders will be able to obtain, without charge, a copy of the
proxy statement (when available) and other relevant documents filed
with the SEC from the SEC’s website at http://www.sec.gov. The
Company’s shareholders will also be able to obtain, without charge,
a copy of the proxy statement and other relevant documents (when
available) by directing a request by mail to Hot Topic, Inc., 18305
E. San Jose Avenue, City of Industry, California, attention:
Jonathan Block, Secretary, or by calling (626) 839-4681.
Hot Topic and its directors and officers may be deemed to be
participants in the solicitation of proxies from Hot Topic’s
shareholders with respect to the proposed merger. Information about
Hot Topic’s directors and executive officers and their ownership of
Hot Topic’s common stock is set forth in the proxy statement for
the Company’s 2012 Annual Meeting of Stockholders, which was filed
with the SEC on April 26, 2012 and will be set forth in the proxy
statement regarding the proposed merger. Shareholders may obtain
additional information regarding the interests of Hot Topic and its
directors and executive officers in the proposed merger, which may
be different than those of Hot Topic’s stockholders generally, by
reading the proxy statement and other relevant documents regarding
the proposed merger, when filed with the SEC.
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