NEW YORK and HINGHAM,
Mass., July 20, 2012
/PRNewswire/ -- The Talbots, Inc. (NYSE: TLB) (the "Company" or
"Talbots") and Sycamore Partners today announced the execution of
an amendment to the Agreement and Plan of Merger, dated as of
May 30, 2012, by and among TLB Holdings LLC ("Parent"), TLB
Merger Sub Inc. ("Purchaser") and the Company. The amendment to the
merger agreement deletes the financing proceeds condition to
Purchaser's tender offer to acquire all of the outstanding shares
of the Company's common stock. Prior to this amendment, Purchaser
was not obligated to accept shares tendered in the tender offer
unless Parent had received the proceeds of the financing
commitments from the lenders as described in the debt commitment
letters executed in connection with the entry into the merger
agreement.
The amendment to the merger agreement also provides, among other
things, that, subject to the terms and conditions of the merger
agreement, Purchaser will have the right in its sole discretion to
extend (or re-extend) the offer for one or more periods, in
consecutive increments of up to five business days each (the
precise length of which is in Parent's sole discretion) to the
extent that all of the offer conditions have been either satisfied
or waived and the debt financing has not been received by Parent or
Purchaser.
Sycamore Partners will file with the Securities and Exchange
Commission an amendment to its Tender Offer Statement on Schedule
TO setting forth the terms of the amended merger agreement.
Additionally, Talbots and Sycamore Partners today announced that
on July 18, 2012, the Pension Benefit
Guaranty Corporation ("PBGC") issued a letter to Talbots confirming
that it will not take action with respect to the acquisition of
Talbots by Sycamore Partners as of such time.
Sycamore Partners today announced that the Company's receipt of
the letter from the PBGC satisfies the corresponding condition to
the completion of the tender offer and the other transactions
contemplated by the merger agreement.
The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on Friday, July 27,
2012, unless further extended, and remains subject to the
other conditions described in the tender offer materials.
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
http://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
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 an Offer to Purchase, Letter of Transmittal
and other related materials that Sycamore Partners, L.P. ("Sycamore
Partners") and its affiliates filed with the Securities and
Exchange Commission (the "SEC"). Sycamore Partners and its
affiliates have filed a Tender Offer Statement on Schedule TO with
the SEC in connection with the commencement of the offer, and the
Company has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the offer. These materials have been
sent free of charge to all of the Company's stockholders. Investors
and security holders of the Company are urged to read these
materials and other documents filed by the Company and Sycamore
Partners and its affiliates with the SEC carefully in their
entirety since they will contain important information. Investors
and security holders may obtain free copies of these materials and
other documents filed by the Company and Sycamore Partners and its
affiliates 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.
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.
Additional Information about the Merger and Where to Find
It
In connection with the potential one-step merger, the Company
has filed a preliminary 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 the definitive Proxy
Statement on Schedule 14A and other relevant materials carefully in
their entirety when they become available before making any voting
or investment decision with respect to the proposed merger because
they will contain important information about the merger and the
parties to the merger. Investors and security holders may
obtain free copies of these materials 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 detailed 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 preliminary Proxy Statement on Schedule 14A
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 indicated in the Company's preliminary Proxy Statement
on Schedule 14A, 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 press release 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 Sycamore Partners and its affiliates 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.
All of 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.
Contact:
For Talbots:
The Talbots, Inc.
Julie Lorigan, 781-741-7775
Senior Vice President, Investor and Media Relations
or
FTI Consulting, Inc.
Rachel Rosenblatt, 212-850-5697
Investor and Media Relations
For Sycamore Partners:
Michael Freitag or Tim Lynch
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
SOURCE Sycamore Partners; The Talbots, Inc.