NEW YORK, July 2, 2018 /PRNewswire/ -- Randa
Accessories, the world's leading men's accessories company,
announced today that it has made a non-binding proposal to acquire
100% of the outstanding common shares of Perry Ellis International,
Inc. (NASDAQ: PERY) at a price of $28.00 per share. The proposal was made
following the previously announced merger agreement between
Perry Ellis and a newly formed
entity controlled by its founder and director, George Feldenkreis, and represents $0.50 per share more than the consideration
offered in that insider transaction.
Jeffrey Spiegel, the Chief
Executive Officer of Randa Accessories, said "Randa believes we are
the right acquiror of Perry Ellis
and that our compelling proposal provides shareholders with a
superior alternative to the previously agreed insider transaction.
We are excited by the opportunity to grow our portfolio of brands
through the addition of globally recognizable names, such as
Perry Ellis and Original Penguin.
With our long, successful history as a licensee for, among others,
Levi's, Dickies, Tommy Hilfiger,
Chaps, Columbia Sportswear and Timberland, we believe we can
continue and grow the relationships with Perry Ellis' inbound licensors for the benefit
of all stakeholders in those relationships."
Below is the text of the letter that was sent to the Board
of Directors of Perry Ellis:
RANDA ACCESSORIES LEATHER GOODS LLC
417 Fifth Avenue, 11th Floor
New York, New York
10016
July 1, 2018
VIA ELECTRONIC MAIL
Perry Ellis International, Inc.
3000 N.W. 107th Avenue
Miami, Florida 33172
Attention: Tricia Thompkins, General
Counsel
J. David Scheiner, Chairman of the
Special Committee
Ladies and Gentlemen:
We understand that Perry Ellis International, Inc. (the
"Company") has entered into an Agreement and Plan of Merger, dated
as of June 15, 2018 (the "Merger
Agreement"), with its founder and director, George Feldenkreis, for all of the outstanding
common shares of the Company not already beneficially owned by the
Feldenkreis family at a price of $27.50 per share (the "Insider
Transaction"). We have a tremendous amount of admiration for
the Company. We believe that our position as the world's largest
men's accessories company with significant cash on hand, no debt,
key retail relationships around the world and more than 100 years
of experience make us an ideal acquiror of the Company that can
provide maximum value to its disinterested shareholders. As such,
we are pleased to submit a proposal to acquire 100% of the
outstanding common shares of the Company for $28.00 per share, $0.50 per share more than the consideration
contemplated by the Insider Transaction.
We believe that this all-cash proposal is compelling for your
shareholders as it would deliver immediate, certain value to them
that is superior to the value of the Insider Transaction.
Additionally, an acquisition by Randa, an unaffiliated third-party,
would not result in the distraction, added cost and complexity
associated with the likely extended SEC review and shareholder
litigation posed by the Insider Transaction. Moreover, we are
highly confident the Company's licensors would welcome Randa as
their licensee given its strong balance sheet, highly profitable
operations and extensive experience in maximizing brand
value.
As you may know, Randa's business spans five continents, with a
portfolio of more than 50 brands. Randa's products are made
for the belts and furnishings, wallets and seasonal accessories,
neckwear and jewelry, footwear, and luggage and travel markets.
Randa owns numerous brands, including Countess Mara, Wembley,
Travel Gear and Trafalgar, and licenses many global brands,
including Levi's, Dickies, Tommy
Hilfiger, Chaps, Columbia Sportswear and Timberland.
Randa is keenly interested in growing its portfolio of owned
and licensed brands—ideally, by acquiring and licensing brands with
global appeal. In Perry Ellis, Original Penguin, and others
within the Company's portfolio, Randa sees brands with such
potential.
Randa has the resources and expertise to consummate the proposed
transaction quickly, with limited disruption to the business of the
Company. Further, Randa has significant experience in closing
complex transactions, having completed numerous acquisitions over
the past 20 years, including that of a publicly-traded
company.
Our offer is conditioned upon entering into a mutually
acceptable definitive agreement and being afforded an opportunity
to meet with the Company's inbound licensors to share the strategic
value of the combined company, as well as the satisfactory
completion of customary confirmatory due diligence, each of which
we believe can be satisfied quickly and efficiently.
By separate cover, we have provided you with a draft of a merger
agreement in a form we would be prepared to execute, as well as
bank commitment papers executed by our lenders, which, together
with our cash on-hand, is sufficient to pay the proposed merger
consideration and all expected transaction fees.
We have retained Willkie Farr
& Gallagher LLP and Threadstone L.P. as our legal counsel and
financial advisor, respectively, and we and our advisors are ready
and willing to meet with you at your earliest convenience to
discuss our compelling proposal and consummate a transaction.
Our preference is to work with you to negotiate a mutually
acceptable transaction and avoid unnecessary costs. We look
forward to hearing from you.
This letter does not constitute or create any legally binding or
enforceable obligations on the part of Randa. Neither shall
such obligations be created by parol evidence, oral understandings,
"handshakes," or courses of conduct (regardless of reliance or
change in position). Such obligations shall be created solely
by the execution and delivery of a definitive agreement.
Very truly yours,
RANDA ACCESSORIES LEATHER GOODS LLC
Jeffrey O.
Spiegel,
Chief Executive Officer
Threadstone Partners LP is serving as financial advisor to
Randa and Willkie Farr &
Gallagher LLP is serving as legal advisor.
ABOUT RANDA
Randa: Leading with Accessories
Randa produces men's belts, small leather goods, neckwear, luggage,
casual bags, jewelry, and seasonal accessories including footwear,
hats, gloves, and gifts, bringing these to market through all
channels of distribution, worldwide. More than the world's largest
men's accessories company, Randa uses its scale and expertise to
create and expand powerful brands, exceptional products and
extraordinary shopping experiences. For more information:
www.randa.net.
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SOURCE Randa Accessories