NEW YORK, July 9, 2018 /PRNewswire/ -- Randa
Accessories, the world's leading men's accessories company,
announced today that it has submitted the following letter to the
Special Committee of the Board of Directors of Perry Ellis
International, Inc. (NASDAQ: PERY) in response to the Special
Committee's July 5, 2018, press
release regarding Randa's proposal to acquire 100% of the
outstanding common shares of Perry
Ellis at a price of $28.00 per
share. Randa's 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.
In brief:
- We are confident that Perry Ellis' shareholders understand that
$28.00 per share is greater than
$27.50 per share.
- We're disappointed that the Special Committee continues to
communicate via public press releases rather than engaging directly
with Randa.
- We have previously provided executed financing commitments from
world-class financial institutions, which, along with Randa's
demonstrated financial capacity, are together more than sufficient
to consummate our proposed transaction.
- The only condition cited in connection with our proposal and
our financing is wholly due to the withholding from Randa of access
to certain key business contacts who were readily available to
George and his CEO-son, Oscar. Once this issue is resolved, we are
confident that we can reach a mutually acceptable definitive merger
agreement within 24 hours.
- We are confident that a transaction with Randa would be
completed prior to consummation of the Insider Transaction.
Randa is regarded as a leading brand management company,
considered "best-in-class" by brand owners and licensors. This is
clearly illustrated by our decades-long partnerships with Dickies,
Levi's, Columbia Sportswear, Ralph
Lauren, Tommy Hilfiger, and
other global brands. We anticipate that the Perry Ellis' inbound
and outbound license partners will be eager to join forces with us,
as will its global retail and supply partners.
Below is the full 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 9, 2018
VIA ELECTRONIC MAIL
Special Committee of the Board of Directors of Perry Ellis
International, Inc.
c/o David A. Shiffman
PJ Solomon
1345 Avenue of the Americas
New York, NY 10105
Ladies and Gentlemen:
We were disappointed to read of your decision not to engage with
us regarding our compelling proposal that would provide superior
value to your shareholders than your existing merger agreement with
George Feldenkreis (the "Insider
Transaction"). We were also surprised that you chose to
convey this decision indirectly via a press release instead of
communicating with us directly, especially in light of the several
misleading statements contained therein.
As you are aware, your merger agreement with Mr. Feldenkreis
expressly permits the Special Committee to engage in discussions to
clarify the terms of any unsolicited proposal it receives and,
further, to engage in negotiations with regards to such a proposal
that is reasonably expected to lead to a superior proposal.
Yet since the date you entered into the Insider Transaction
you have not once directly contacted us or our representatives. We
are confident that your shareholders will conclude that
$28.00 per share is superior to
$27.50 per share, and thus that our
proposal is in fact a superior proposal.
Notwithstanding the fact that our proposal would provide your
shareholders with more value than the Insider Transaction, your
July 5th press release argued that
engaging in negotiations with us was purportedly not in the best
interests of your shareholders for several reasons. Although we
would have preferred to have direct conversations with you about
each of these matters, we feel we have no choice but to address
them through this formal response given your unwillingness to speak
directly with us:
- We have previously provided you with executed debt commitment
papers from world-class financial institutions, which, in
conjunction with Randa's demonstrated financial capacity, are more
than sufficient to consummate our proposed transaction. If
you have any questions regarding these commitments or our financing
in general, we are available to discuss at your convenience.
These financial institutions are every bit as reputable as
those backing the Insider Transaction.
- With respect to the conditionality cited in connection with our
proposal and our financing, that conditionality relates solely to
our request for access to certain key business contacts of the
Company—a request that has not previously been granted by the
Special Committee despite the fact that those business contacts
were readily available to Mr. Feldenkreis and his CEO-son,
Oscar. If the Special Committee chooses to assist us with
this issue, we are confident that it would be resolved
expeditiously, and that we could reach a mutually acceptable
definitive merger agreement within 24 hours following the
resolution of that issue.
- With respect to timing, we are confident that a transaction
with us would be completed prior to consummation of the Insider
Transaction, particularly given the superior value that our
proposal would provide to your shareholders. In addition, we
also note that our proposal would not require the added complexity,
cost and timing associated with the shareholder litigation and SEC
filings and review associated with the Insider Transaction.
- Regarding the draft merger agreement we previously provided to
you, we are frustrated that the Special Committee has chosen to
focus on a single termination fee provision when it has otherwise
refused to engage us in any discussions or negotiations regarding
all other aspects of our proposal. Additionally, appraisal
rights are not contemplated under Florida law for third-party transactions but
are required under law for deals with company insiders, such as the
Insider Transaction.
We remain committed to pursuing a mutually beneficial
transaction that will provide your shareholders with maximum
value. We hope that the Special Committee will quickly reach
the unavoidable conclusion that our proposal is reasonably expected
to lead to a superior proposal. As soon as it does so, we are
ready and willing to meet with you at your convenience to quickly
negotiate and finalize any and all documentation necessary to
effectuate this transaction.
Very truly yours,
RANDA ACCESSORIES LEATHER GOODS LLC
/s/ Jeffrey O. Spiegel
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