The Talbots, Inc. (NYSE:TLB) (“Talbots” or the “Company”) and
Sycamore Partners today announced that they have entered into a
definitive agreement pursuant to which an affiliate of Sycamore
Partners will acquire all the outstanding common stock of the
Company for $2.75 per share in cash. The transaction is valued at
approximately $369 million, including net debt. The transaction is
currently expected to close in the third quarter of this year.
The announcement follows a comprehensive review undertaken by
the Talbots Board to maximize stockholder value. Under the terms of
the agreement, which has been approved by the Company’s Board of
Directors, Talbots stockholders will receive $2.75 in cash for each
outstanding share of Talbots common stock they own. The purchase
price represents a 113% premium to the closing price on May 30,
2012 and a 76% premium to the closing price on December 6, 2011,
the closing price prior to the public disclosure of Sycamore’s
initial proposal to acquire the Company.
Trudy Sullivan, President and Chief Executive Officer of
Talbots, said, “We are pleased with the value this transaction
delivers to our stockholders and believe that this is a positive
development for all of our stakeholders. Sycamore Partners is a
strong investor with substantial resources and expertise, and we
look forward to operating as a private company under their
ownership.”
“We believe in the Talbots brand and its more than 8,000
Associates,” said Stefan Kaluzny, a Managing Director of Sycamore
Partners. “We look forward to a long and successful partnership
with Talbots serving its many loyal customers.”
Under the terms of the agreement, an affiliate of Sycamore
Partners will commence a tender offer for all of the outstanding
shares of Talbots common stock. Closing of the transaction is
conditioned upon satisfaction of minimum tender conditions,
clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements
Act of 1976, non-disapproval of the Office of the Comptroller of
the Currency under the Change in Bank Control Act, receipt of a
letter from the Pension Benefit Guaranty Corporation stating that
it has concluded its investigation of the transaction, a minimum
level of availability being maintained under the Company’s current
credit facilities and other closing conditions. Under certain
circumstances, the parties may, at their option, pursue a one-step
merger.
Perella Weinberg Partners LP is acting as financial advisor to
Talbots and White & Case LLP is acting as its legal counsel.
Bank of America Merrill Lynch is acting as financial advisor to
Sycamore Partners and Winston & Strawn LLP and the Law Offices
of Gary M. Holihan, P.C. are acting as its legal counsel.
About The Talbots, Inc.
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 www.talbots.com.
About Sycamore Partners
Sycamore Partners is a private equity firm based in New York
specializing in consumer and retail investments. The founders of
Sycamore have a long history of partnering with management teams to
improve the operating profitability and strategic value of their
businesses. They work with companies they believe have significant
growth potential, particularly when given the capital and outside
expertise they need to succeed. For more information, please visit
www.sycamorepartners.com.
Notice to Investors
The tender offer for the outstanding common stock of the Company
referred to in this communication has not yet commenced. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The solicitation and the offer to
purchase shares of the Company’s common stock will be made pursuant
to a Tender Offer Statement on Schedule TO (including the Offer to
Purchase, Letter of Transmittal and other related materials) that
an affiliate of Sycamore Partners intends to file with the
Securities and Exchange Commission (the “SEC”). At the time the
offer is commenced, an affiliate of Sycamore Partners will file a
Tender Offer Statement on Schedule TO with the SEC and, thereafter,
the Company will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the offer. Investors and security
holders of the Company are urged to read these materials (when they
become available) carefully in their entirety since they will
contain important information. Investors and security
holders may obtain free copies of these materials (when they become
available) and other documents filed by the Company and Sycamore
Partners with the SEC at the website maintained by the SEC at
www.sec.gov. Investors and security holders may also obtain free
copies of the documents filed by the Company with the SEC by
contacting Talbots Investor Relations at (781) 741-4500, by writing
to Investor Relations Department, The Talbots, Inc., One Talbots
Drive, Hingham, Massachusetts 02043, or by e-mailing
investor.relations@talbots.com.
Additional Information about the Merger and Where to Find
It
In connection with the potential one-step merger, the Company
intends to file a Proxy Statement on Schedule 14A with the SEC.
Additionally, the Company intends to file other relevant materials
with the SEC in connection with the proposed acquisition of the
Company by an affiliate of Sycamore Partners pursuant to the terms
of an Agreement and Plan of Merger by and among the Company, TLB
Holdings LLC and TLB Merger Sub Inc. Investors and security holders
of the Company are urged to read these materials (when they become
available) carefully in their entirety since they will contain
important information. Investors and security holders may obtain
free copies of these materials (when they become available) and
other documents filed by the Company with the SEC at the website
maintained by the SEC at www.sec.gov. Investors and security
holders also may obtain free copies of the documents filed by the
Company with the SEC by contacting Talbots Investor Relations at
(781) 741-4500, by writing to Investor Relations Department, The
Talbots, Inc., One Talbots Drive, Hingham, Massachusetts 02043, or
by e-mailing investor.relations@talbots.com.
The Company and certain of its directors and executive officers,
under the SEC rules, may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger.
Investors and security holders may obtain information regarding the
names, affiliations and direct and indirect interests (by security
holdings or otherwise, and which may, in some cases, be different
than those of the Company’s stockholders, generally) of the
Company’s executive officers and directors in (i) the Company’s
definitive proxy statement for its 2011 Annual Meeting of
Stockholders, (ii) the Annual Report on Form 10-K for the fiscal
year ended January 28, 2012, as amended, and (iii) the proxy
statement and other relevant materials which may be filed with the
SEC in connection with the merger when and if they become
available. To the extent that the Company’s directors’ and
executive officers’ holdings of the Company’s securities change, or
have changed, from the amounts printed in the Company’s definitive
proxy statement for its 2011 Annual Meeting of Stockholders, such
changes have been or will be reflected on Statements of Changes in
Beneficial Ownership on Form 4 filed with the SEC. Copies of these
documents can be obtained free of charge from the Company or the
SEC as indicated above.
Forward-looking Information
This communication contains forward-looking information. 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
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including:
statements concerning the anticipated timing of filings and
approvals relating to the transaction; statements regarding the
expected timing of the completion of the transaction; statements
regarding the ability to complete the transaction considering the
various closing conditions; any statements of expectation or
belief; and any statements of assumptions underlying any of the
foregoing. Actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties that could cause results to differ from
expectations include: uncertainties as to the timing of the tender
offer and merger; uncertainties as to how many stockholders will
tender their stock in the offer; the possibility that competing
offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; the
effects of disruption from the transaction making it more difficult
to maintain relationships with employees, suppliers, sourcing agent
and landlords; other business effects, including the effects of
industry, economic or political conditions outside of the Company’s
control; transaction costs; actual or contingent liabilities; and
other risks and uncertainties discussed in documents filed with the
SEC, including the risks and uncertainties included under “Risk
Factors” and “Forward-looking Information” in Talbots’ Annual
Report on Form 10-K for the fiscal year ended January 28,
2012, as amended, and other periodic reports filed with the SEC
which are incorporated herein, as well as the Tender Offer
Statement on Schedule TO to be filed by an affiliate of Sycamore
Partners and the Solicitation/Recommendation Statement on Schedule
14D-9 to be filed by the Company. The Company’s Annual Report on
Form 10-K, as amended, and other periodic reports are available at
the Investor Relations section of the Company’s Website at
http://www.thetalbotsinc.com.
All the Company’s 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 the
Company’s other public disclosures or the Company’s other periodic
reports or other documents or filings filed with or furnished to
the SEC could materially and adversely affect the Company’s
continuing operations and the Company’s 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.
Talbots (NYSE:TLB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Talbots (NYSE:TLB)
Historical Stock Chart
From Jul 2023 to Jul 2024