Talbots and Sycamore Partners Extend Exclusivity Agreement
May 23 2012 - 7:30AM
Business Wire
The Talbots, Inc. (NYSE:TLB) today announced that the Company
and Sycamore Partners have agreed to further extend the exclusivity
period under the exclusivity agreement entered into on May 5, 2012
in connection with Sycamore Partners’ non-binding proposal to
acquire all of the Company’s outstanding common stock for $3.05 per
share. The exclusivity period will now expire on May 24, 2012.
The Company’s Board of Directors is being advised in this
process by its financial advisor, Perella Weinberg Partners, and
legal advisor, White & Case LLP. There can be no assurance that
any definitive agreement will be entered into, or, if entered into,
what the terms thereof will be, or that this or any other
transaction will be approved or consummated. The Company does not
intend to comment further regarding the negotiation with Sycamore
Partners or the Company’s evaluation of strategic alternatives,
unless a specific transaction is recommended by the Board.
The Talbots, Inc. is a leading specialty retailer and direct
marketer of women’s apparel, shoes and accessories. At the end of
the fiscal year 2011, the Company operated 517 Talbots stores in 46
states and Canada. Talbots brand on-line shopping site is located
at www.talbots.com.
Forward-looking Information
This Press Release contains forward-looking information within
the meaning of The Private Securities Litigation Reform Act of
1995. These statements may be identified by such forward-looking
terminology as “expect,” “achieve,” “plan,” “look,” “projected,”
“believe,” “anticipate,” “outlook,” “will,” “would,” “should,”
“intend,” “potential” or similar statements or variations of such
terms. All of the information concerning the outcome of exploring
strategic alternatives, our future liquidity, future net sales,
margins and other future financial performance and results,
achievement of operating or financial plan or forecasts for future
periods, sources and availability of credit and liquidity, future
cash flows and cash needs, success and results of strategic
initiatives and other future financial performance or financial
position, as well as our assumptions underlying such information,
constitute forward-looking information. Our forward-looking
statements are based on a series of expectations, assumptions,
estimates and projections about the Company, are not guarantees of
future results or performance and involve substantial risks and
uncertainty, including assumptions and projections concerning our
internal operating or financial plan, regular-price, promotional
and markdown selling, operating cash flows, liquidity and sources
and availability of credit for all forward periods. Our business
and our forward-looking statements involve substantial known and
unknown risks and uncertainties, including the ability to
successfully increase our customer traffic and the success and
customer acceptance of our merchandise offerings in our stores, on
our website and in our catalogs; achieving our operating plan for
operating results, working capital and cash flows; adequacy of
internal and external liquidity sources at all times; negative
reaction of and any attendant difficulties in maintaining or
extending relationships and financial arrangements with suppliers,
sourcing agent and landlords in response to unsolicited acquisition
proposals and/or evaluation of strategic alternatives; the ability
to attract and retain talented and experienced executives that are
necessary to execute our strategic initiatives; the risks
associated with our efforts to maintain our traditional customer
and expand to attract new customers; the continuing material impact
of the U.S. economic environment as well as the risks and
uncertainties included under “Risk Factors” and “Forward-looking
Information” in our Annual Report on Form 10-K for the fiscal year
ended January 28, 2012 and other periodic reports filed with
the SEC which are incorporated herein. Our Annual Report on Form
10-K and other periodic reports are available at the Investor
Relations section of our Website at
http://www.thetalbotsinc.com.
All of our forward-looking statements are as of the date of this
Press Release only. In each case, actual results may differ
materially from such forward-looking information. We can give no
assurance that such expectations or forward-looking statements will
prove to be correct. An occurrence of or any material adverse
change in one or more of the risk factors or risks and
uncertainties referred to in this Press Release or included in our
other public disclosures or our other periodic reports or other
documents or filings filed with or furnished to the SEC could
materially and adversely affect our continuing operations and our
future financial results, cash flows, available credit, prospects
and liquidity. Except as required by law, the Company does not
undertake to publicly update or revise its forward-looking
statements, whether as a result of new information, future events
or otherwise.
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