NEW YORK, July 16, 2012 /PRNewswire/ -- In connection
with the previously announced merger agreement, Sycamore Partners
today announced that TLB Merger Sub Inc. (an affiliate of Sycamore
Partners) has extended the expiration of its tender offer to
acquire all of the outstanding shares of common stock, and the
associated stock purchase rights, of The Talbots, Inc. (NYSE: TLB)
(the "Company") for $2.75 per share,
net to the seller in cash, without interest, and less any
applicable withholding taxes, to 5:00
p.m., New York City time,
on Friday, July 27, 2012, unless
further extended.
The tender offer was previously scheduled to expire at Midnight,
New York City time, on
Friday, July 13, 2012. All
other terms and conditions of the tender offer remain
unchanged.
The depository for the tender offer has advised that as of
Midnight, New York City time, on
July 13, 2012, 49,877,558 shares of
common stock of the Company (including 6,372,344 shares subject to
guaranteed delivery) had been tendered and not withdrawn pursuant
to the offer. The 49,877,558 tendered shares, together with
the 6,999,316 shares of Company common stock owned by Sycamore
Partners and its affiliates, represents approximately 80.9% of all
issued and outstanding shares of the Company.
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
http://www.sycamorepartners.com.
Notice to Investors
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 is
being made pursuant to a Tender Offer Statement on Schedule TO
(including the Offer to Purchase, Letter of Transmittal and other
related materials) that TLB Merger Sub Inc. (an affiliate of
Sycamore Partners) initially filed with the Securities and Exchange
Commission (the "SEC") on June 15,
2012. The Company initially filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer with the SEC on June 27, 2012. Investors and security
holders of the Company are urged to read these materials carefully
in their entirety since they contain important information.
Investors and security holders may obtain free copies of these
materials and other documents filed by the Company and Sycamore
Partners with the SEC at the website maintained by the SEC at
http://www.sec.gov. Questions or requests for assistance or
additional copies of the Offer to Purchase, the Letter of
Transmittal, and the Notice of Guaranteed Delivery may be directed
to the Information Agent, Phoenix Advisory Partners, 110 Wall
Street, 27th Floor New York, New
York 10005 or by calling toll-free at (877) 478-5038.
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
agents 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 filed by an affiliate of Sycamore
Partners and the Solicitation/Recommendation Statement on Schedule
14D-9 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.
Contact:
For Sycamore Partners:
Michael Freitag or Tim Lynch
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
SOURCE Sycamore Partners