SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE TALBOTS, INC.
(Name of Subject Company)
THE TALBOTS, INC.
(Name of Persons Filing Statement)
Common stock, par value $0.01 per
share
(Title of Class of Securities)
874161102
(CUSIP Number of Class of Securities)
Richard T. OConnell, Jr.
Executive Vice President
The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
(781) 749-7600
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Morton A. Pierce, Esq.
Chang-Do Gong, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036-2787
(212) 819-8200
x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
The following is a press release issued by The Talbots, Inc. on June 13, 2012.
TALBOTS AND SYCAMORE PARTNERS AGREE TO EXTEND DATE FOR
COMMENCEMENT OF TENDER OFFER BY TWO DAYS
HINGHAM, MA, June 13, 2012 The Talbots, Inc. (NYSE:TLB) today announced that the Company and Sycamore Partners agreed to extend the date by which Sycamore Partners is obligated to commence the
tender offer for all of the outstanding shares of Talbots common stock pursuant to the previously announced merger agreement from Wednesday, June 13, 2012 to Friday, June 15, 2012.
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 womens 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.
The Talbots, Inc.
Julie Lorigan
Senior Vice President, Investor and Media Relations
(781) 741-7775
FTI Consulting, Inc.
Rachel Rosenblatt
Investor and Media Relations
(212) 850-5697
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For Sycamore Partners
:
Michael Freitag, Tim Lynch or Jennifer Friedman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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 Companys 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 Companys stockholders, generally) of the Companys
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executive officers and directors in (i) the Companys 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 Companys
directors and executive officers holdings of the Companys securities change, or have changed, from the amounts printed in the Companys 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 Companys 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 Companys Annual Report on Form 10-K, as amended, and other periodic reports are available at the Investor Relations section of the Companys
Website at http://www.thetalbotsinc.com.
All the Companys 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 Companys other public
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disclosures or the Companys other periodic reports or other documents or filings filed with or furnished to the SEC could materially and adversely affect the Companys continuing
operations and the Companys 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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