The Special Committee of the Perry Ellis International
(NASDAQ:PERY) (“Perry Ellis” or the “Company”) Board of Directors,
which comprises independent directors, today issued the following
statement in response to George Feldenkreis’ letter to the Perry
Ellis Board of Directors on May 23, 2018:
As part of its strategic review process, the
Special Committee continues to engage in good faith with George
Feldenkreis to see if a transaction that maximizes shareholder
value can be achieved. The Special Committee is disappointed that
rather than moving forward with constructive negotiations, Mr.
Feldenkreis continues to mischaracterize the status of
negotiations.
The Special Committee is committed to
conducting a bona fide process that maximizes and protects the
value of shareholders’ investment in the company and will not allow
that process to be circumvented by Mr. Feldenkreis’ false
assertions. The Special Committee stands prepared and ready to
enter into a definitive agreement on customary and appropriate
terms.
The Special Committee noted no decision has been made with
respect to the Company's response to the Feldenkreis Proposal.
There is no assurance the Feldenkreis Proposal will result in a
definitive offer to purchase the Company's outstanding capital
stock or that any definitive agreement will be executed or that the
Proposal or any other transaction will be approved or
consummated.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP
is serving as the Special Committee legal counsel and PJ SOLOMON is
serving as its financial advisor.
About Perry Ellis International
Perry Ellis International, Inc. is a leading designer,
distributor and licensor of a broad line of high quality men's and
women's apparel, accessories and fragrances. The Company's
collection of dress and casual shirts, golf sportswear, sweaters,
dress pants, casual pants and shorts, jeans wear, active wear,
dresses and men's and women's swimwear is available through all
major levels of retail distribution. The Company, through its
wholly owned subsidiaries, owns a portfolio of nationally and
internationally recognized brands, including: Perry Ellis®, An
Original Penguin® by Munsingwear®, Laundry by Shelli Segal®,
Rafaella®, Cubavera®, Ben Hogan®, Savane®, Grand Slam®, John
Henry®, Manhattan®, Axist®, Jantzen® and Farah®. The Company
enhances its roster of brands by licensing trademarks from third
parties, including: Nike® and Jag® for swimwear, and Callaway®, PGA
TOUR®, Jack Nicklaus® for golf apparel and Guy Harvey® for
performance fishing and resort wear. Additional information on the
Company is available at http://www.pery.com.
Safe Harbor Statement
We caution readers that the forward-looking statements
(statements which are not historical facts) in this release are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are based on current expectations rather than historical
facts and they are indicated by words or phrases such as
"anticipate," "believe," "budget," "contemplate," "continue,"
"could," "estimate," "expect," "guidance," "indicate," "intend,"
"may," "might," "plan," "possibly," "potential," "predict,"
"probably," "proforma," "project," "seek," "should," "target," or
"will" or the negative thereof or other variations thereon and
similar words or phrases or comparable terminology. Such
forward-looking statements include, but are not limited to,
statements regarding Perry Ellis' strategic operating review,
growth initiatives and internal operating improvements intended to
drive revenues and enhance profitability, the implementation of
Perry Ellis' profitability improvement plan and Perry Ellis' plans
to exit underperforming, low growth brands and businesses. We have
based such forward-looking statements on our current expectations,
assumptions, estimates and projections. While we believe these
expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, and other
factors that may cause actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements, many of which are beyond our control. These factors
include: general economic conditions, a significant decrease in
business from or loss of any of our major customers or programs,
anticipated and unanticipated trends and conditions in our
industry, including the impact of recent or future retail and
wholesale consolidation, recent and future economic conditions,
including turmoil in the financial and credit markets, the
effectiveness of our planned advertising, marketing and promotional
campaigns, our ability to contain costs, disruptions in the supply
chain, including, but not limited to these caused by port
disruptions, disruptions due to weather patterns, our future
capital needs and our ability to obtain financing, our ability to
protect our trademarks, our ability to integrate acquired
businesses, trademarks, trade names and licenses, our ability to
predict consumer preferences and changes in fashion trends and
consumer acceptance of both new designs and newly introduced
products, the termination or non-renewal of any material license
agreements to which we are a party, changes in the costs of raw
materials, labor and advertising, our ability to carry out growth
strategies including expansion in international and
direct-to-consumer retail markets; the effectiveness of our plans,
strategies, objectives, expectations and intentions which are
subject to change at any time at our discretion, potential cyber
risk and technology failures which could disrupt operations or
result in a data breach, the level of consumer spending for apparel
and other merchandise, our ability to compete, exposure to foreign
currency risk and interest rate risk, the impact to our business
resulting from the United Kingdom's referendum vote to exit the
European Union and the uncertainty surrounding the terms and
conditions of such a withdrawal, as well as the related impact to
global stock markets and currency exchange rates; possible
disruption in commercial activities due to terrorist activity and
armed conflict, actions of activist investors and the cost and
disruption of responding to those actions, and other factors set
forth in Perry Ellis' filings with the Securities and Exchange
Commission. Investors are cautioned that all forward-looking
statements involve risks and uncertainties, including those risks
and uncertainties detailed in Perry Ellis' filings with the SEC.
You are cautioned not to place undue reliance on these
forward-looking statements, which are valid only as of the date
they were made. We undertake no obligation to update or revise any
forward-looking statements to reflect new information or the
occurrence of unanticipated events or otherwise.
Important Additional Information And Where To Find It
Perry Ellis International, Inc. intends to file a proxy
statement and accompanying WHITE proxy card with the SEC in
connection with the solicitation of proxies from Perry Ellis’
shareholders in connection with the matters to be considered at
Perry Ellis’ 2018 Annual Meeting of Shareholders. INVESTORS
AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS
FILED BY PERRY ELLIS WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders will be able to obtain the proxy
statement, any amendments or supplements to the proxy statement,
the accompanying WHITE proxy card, and other documents
filed by Perry Ellis with the SEC free of charge at the SEC’s
website at www.sec.gov. Copies will also be available at no charge
at Perry Ellis’ website at http://investor.pery.com or by writing
to Perry Ellis International, Inc., at 3000 N.W. 107 Avenue, Miami,
FL 33172.
Certain Participant Information
In accordance with Rule 14a-12(a)(1)(i) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the
following directors, executive officers and other employees of
Perry Ellis are deemed to be participants in the solicitation of
proxies from Perry Ellis’ shareholders in connection with the
matters to be considered at Perry Ellis’ 2018 Annual Meeting of
Shareholders and, as of the date hereof, beneficially own the
amount of shares of Perry Ellis’ common stock, $0.01 par value per
share, indicated adjacent to his or her name: (i) Perry Ellis
directors: Joe Arriola (11,616 shares), Jane E. DeFlorio (18,736
shares), Oscar Feldenkreis (1,223,329 shares), Bruce J. Klatsky
(17,749 shares), Michael W. Rayden (17,749 shares), and J. David
Scheiner (22,231 shares), and (ii) Perry Ellis executive officers
and other employees: David Enright (31,706 shares), Jorge Narino
(14,988 shares), Stanley Silverstein (73,666 shares) and John Voith
(64,624 shares). The business address for each person is c/o Perry
Ellis International, Inc., 3000 N.W. 107th Avenue, Miami, FL 33172.
More detailed and updated information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement, including the schedules and appendices thereto, and
other materials to be filed with the SEC in connection with Perry
Ellis’ 2018 Annual Meeting of Shareholders. While, in accordance
with Rule 14a-12(a)(1)(i) of the Exchange Act and solely due to his
status as a director of Perry Ellis, George Feldenkreis (1,712,888
shares) is also deemed a participant in the solicitation of proxies
from Perry Ellis’ shareholders in connection with the matters to be
considered at Perry Ellis’ 2018 Annual Meeting of Shareholders, Mr.
Feldenkreis has publicly disclosed that he intends to file his own
proxy statement with the SEC to be used to solicit votes for the
election of an opposing slate of director nominees at Perry Ellis’
2018 Annual Meeting of Shareholders.
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Investor:Innisfree M&A IncorporatedArthur Crozier /
Jennifer Shotwell / Scott Winter212-750-5833orMedia:Joele
Frank, Wilkinson Brimmer KatcherEd Trissel / Sharon Stern / Jeff
Kauth212-355-4449
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