Talbots Announces Expiration of Exclusivity Period with Sycamore Partners Without Reaching Definitive Merger Agreement
May 25 2012 - 8:30AM
Business Wire
The Talbots, Inc. (NYSE:TLB) (“Talbots” or the “Company”) today
announced that the exclusivity agreement with Sycamore Partners,
which was executed on May 5, 2012 and twice extended through May
24, 2012, has expired. The Company has worked exclusively in good
faith with Sycamore Partners to execute a transaction. Sycamore
Partners informed the Company that it is not prepared to execute a
transaction at this time. The Company remains open to pursuing a
transaction with Sycamore Partners at $3.05 per share pursuant to
an acceptable merger agreement providing for an appropriate level
of closing certainty and supported by firm debt and equity
financing commitments. The Company is no longer subject to
exclusivity and therefore will actively explore other strategic
alternatives and in the meantime will continue to be focused on
executing its business plan and creating value for its
shareholders. In a separate press release, the Company today
announced its first quarter results which reflected improved
operating income and positive earnings.
The Talbots, Inc. is a leading specialty retailer and direct
marketer of women’s apparel, shoes and accessories. At the end of
the first quarter 2012, the Company operated 516 Talbots stores in
46 states and Canada. Talbots brand on-line shopping site is
located at http://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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