- Calls on Special Committee to commit to
concluding negotiations and enter into a definitive agreement by
May 29, 2018.
- Will withdraw offer to acquire the
Company if the Special Committee refuses to commit to an expedited
conclusion of the sales process.
George Feldenkreis, the largest shareholder of Perry Ellis
International, Inc. ("Perry Ellis" or the "Company")
(Nasdaq: PERY) with approximately 10.8% of the Company’s
outstanding common stock, today sent a letter to the special
committee of the board of directors of Perry Ellis (the "Special
Committee") urging it to immediately commit to an expedited
timeline to conclude negotiations and enter into a definitive
agreement in respect of Mr. Feldenkreis’ previously announced
formal proposal, backed by full financing, to acquire all of the
outstanding common stock of Perry Ellis not already beneficially
owned by Mr. Feldenkreis at a price of $27.50 per share (the
“Proposal”). Mr. Feldenkreis has nominated four highly qualified
directors for election to the Company’s board of directors at the
2018 annual meeting of shareholders to preserve his rights as a
shareholder.
The full text of the letter follows:
May 23, 2018
Perry Ellis International, Inc.3000 N.W. 107th AvenueMiami,
Florida 33172
Ladies and Gentlemen:
Since announcing my offer to acquire all of the outstanding
common stock of Perry Ellis not already beneficially owned by me at
a price of $27.50 per share (the “Proposal”) on February 6, 2018, I
have negotiated with the Special Committee of the board of
directors of Perry Ellis (the “Special Committee”) in good faith.
My Proposal offers a high certainty of closing for shareholders
with our due diligence complete and financing in place. My advisors
and I have quickly and completely responded to the Special
Committee’s numerous requests for information and documentation in
respect of the Proposal and are prepared to finalize and execute a
definitive agreement immediately.
Unfortunately, this courtesy has not been returned by the
Special Committee, and we continue to be met with unjustifiable
delays in the process to the detriment of all shareholders. As this
process has been extended to almost four months, significant time
and resources have been expended, which undoubtedly will diminish
the value that shareholders will receive.
Perry Ellis shareholders deserve the opportunity to accept an
attractive all-cash premium for their shares. The Special Committee
must commit to an expedited timeline that would see the conclusion
of negotiations and the entry into a definitive agreement by May
29, 2018. If the Special Committee cannot commit to that time
frame, I will withdraw my Proposal and pursue all other rights as a
shareholder.
I look forward to your prompt response.
Sincerely,
George Feldenkreis
About George Feldenkreis:
George Feldenkreis is the founder of Supreme International,
which started designing and importing apparel in 1967, eventually
went public in 1993, and changed its name to Perry Ellis
International, Inc. upon completing the acquisition of the brand in
2000. George Feldenkreis has been an owner of the Company for over
50 years, its president, CEO, and Chairman of the Board since 1967
until September 2017, and continues to be a member of the
Board.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
George Feldenkreis, together with the other participants named
herein (collectively, “Feldenkreis”), intends to file a preliminary
proxy statement and an accompanying BLUE proxy card with the
Securities and Exchange Commission (“SEC”) to be used to solicit
votes for the election of its slate of director nominees at the
2018 annual meeting of shareholders of Perry Ellis International,
Inc. ("Perry Ellis" or the "Company"), a Florida corporation (the
“Company”).
FELDENKREIS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A
BLUE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR, MACKENZIE PARTNERS, INC.
The participants in the proxy solicitation are expected to be
George Feldenkreis, Oscar Feldenkreis, the Feldenkreis Family
Foundation, Inc. (the “Foundation”), Mary Ellen Kanoff, Scott A.
LaPorta and Matthew McEvoy (collectively, the “Participants”).
As of the date hereof, George Feldenkreis directly beneficially
owned 1,590,572 shares of Common Stock, $0.01 par value (the
“Common Stock”) of the Company. George Feldenkreis, as the
President and Director of the Foundation, may be deemed to
beneficially own an additional 122,316 shares of Common Stock
beneficially owned directly by the Foundation. As of the date
hereof, Oscar Feldenkreis may be deemed to beneficially own
1,223,329 shares of Common Stock, including (a) 844,235 shares of
Common Stock held by a revocable trust of which Oscar Feldenkreis
is the trustee, (b) 150,000 shares of Common Stock held by three
irrevocable trusts, each of which holds 50,000 shares of Common
Stock, of which Oscar Feldenkreis’ spouse is the trustee, and (c)
229,094 shares of Common Stock held directly, which includes (i)
7,388 shares of restricted stock that vest on April 20, 2019, (ii)
44,333 shares of performance stock granted in April 2016, which
vest up to 100%, provided that certain performance criteria have
been achieved as of the last day of fiscal 2019 (and he may be
entitled to additional performance shares if the Company exceeds
the performance goals), (iii) 13,144 shares of restricted stock
that vest in two remaining annual installments beginning on April
25, 2019, (iv) 39,425 shares of performance stock granted in April
2017, which vest up to 100%, provided that certain performance
criteria have been achieved as of the last day of fiscal 2020 (and
he may be entitled to additional performance shares if the Company
exceeds the performance goals), (v) 15,849 shares of restricted
stock that vest over three years beginning April 9, 2019, and (vi)
31,693 shares of performance stock that vest up to 100% if certain
performance goals are met and the Reporting Person is employed by
the Company on the last day of fiscal 2021 (and the Reporting
Person may be entitled to additional performance shares if the
Company exceeds the performance goals). Mr. Oscar Feldenkreis has
the power to vote but does not have the power to sell, transfer,
pledge, or otherwise dispose of the restricted and performance
shares until the shares have vested. As of the date hereof, none of
Ms. Kanoff or Messrs. LaPorta and McEvoy beneficially owned any
shares of Common Stock.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180523006174/en/
Media Contact:Bayfield Strategy, Inc.Riyaz Lalani,
416-907-9365rlalani@bayfieldstrategy.comorInvestor
Contacts:MacKenzie Partners, Inc.Daniel Burch,
212-929-5748dburch@mackenziepartners.comorMacKenzie Partners,
Inc.Laurie Connell, 212-378-7071lconnell@mackenziepartners.com
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