Perry Ellis International (NASDAQ:PERY) (“Perry Ellis” or the
“Company”) today announced that it had been granted early
termination, effective as of July 10, 2018, of the 30-day waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act") in connection with the Feldenkreis
transaction.
The conclusion of the waiting period under the HSR Act satisfies
one of the conditions to the closing of the pending transaction.
The transaction remains subject to other customary closing
conditions, including approval by Perry Ellis shareholders
(including a majority of the shares owned by shareholders other
than the Feldenkreis family or any officers or directors of the
Company), and is expected to close in the second half of calendar
year 2018.
As previously announced on June 16, 2018, Perry Ellis’ Board of
Directors, acting on the unanimous recommendation of the Special
Committee of independent directors and with the support of
independent financial and legal advisors, unanimously approved a
definitive merger agreement under which a newly formed entity
controlled by George Feldenkreis, Perry Ellis’ founder and member
of the Company’s Board of Directors, will acquire all of the
outstanding common shares of Perry Ellis not already beneficially
owned by the Feldenkreis family for $27.50 per share in cash. The
purchase price represents a premium of approximately 21.6 percent
to Perry Ellis’ unaffected closing stock price on February 5, 2018,
the last trading day prior to George Feldenkreis announcing his
proposal to take the Company private. The transaction is valued at
approximately $437 million. The Special Committee continues to
unanimously believe that the Feldenkreis merger agreement is in the
best interest of all Perry Ellis shareholders.
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® for
swimwear, 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. Forward-looking statements also may include information
concerning the proposed merger transaction, including unexpected
costs or liabilities, delays due to regulatory review, failure to
timely satisfy or have waived certain closing conditions failure to
obtain the financing for the merger, the commencement of litigation
relating to the merger, whether or when the proposed merger will
close and changes in general and business conditions. Investors are
cautioned that all forward-looking statements involve risks and
uncertainties and factors relating to the proposed transaction,
including those risks and uncertainties detailed in Perry Ellis’
filings with the SEC, all of which are difficult to predict and
many of which are beyond Perry Ellis’ control. 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 The Company, its directors and certain of its executive
officers may be deemed to be participants in the solicitation of
proxies from Company stockholders in connection with the proposed
transaction. The Company intends to file a proxy statement and
WHITE proxy card with the U.S. Securities and Exchange Commission
(the “SEC”) in connection with any such solicitation of proxies
from Company stockholders. COMPANY STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING WHITE
PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Information regarding the ownership of the
Company’s directors and executive officers in Company stock,
restricted stock and options is included in their SEC filings on
Forms 3, 4, and 5, which can be found through the Company’s website
(http://investor.pery.com), or through the SEC’s website at
www.sec.gov. Information can also be found in the Company’s other
SEC filings, including the Company’s Annual Report on Form 10-K for
the year ended February 3, 2018, the Form 10-K/A filed by the
Company with the SEC on June 1, 2018, and the preliminary proxy
statement filed by the Company with the SEC on July 11, 2018. 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 and other materials to be filed with the SEC in
connection with the proposed transaction. Stockholders will be able
to obtain any proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the
SEC for no charge at the SEC’s website at www.sec.gov. Copies will
also be available at no charge at the Company’s website at
http://investor.pery.com, 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 proposed transaction 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 (15,590
shares), Jane E. DeFlorio (22,710 shares), George Feldenkreis
(1,716,862 shares), Oscar Feldenkreis (1,223,329 shares), Bruce J.
Klatsky (21,723 shares), Michael W. Rayden (21,723 shares), and J.
David Scheiner (26,205 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 the proposed transaction.
Contacts
Investor: Innisfree M&A Incorporated Arthur
Crozier / Jennifer Shotwell / Scott Winter 212-750-5833 or
Media: Joele Frank, Wilkinson Brimmer Katcher Ed
Trissel / Sharon Stern / Jeff Kauth 212-355-4449
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