MIAMI — July 5, 2018 — The Special Committee of the Perry Ellis International Inc. Board of Directors, which is composed of the independent directors, today reaffirmed its intention to recommend that all Perry Ellis shareholders vote FOR the Feldenkreis transaction.
As previously announced on June 16, 2018, Perry Ellis’ Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors and with the support of independent financial and legal advisors, unanimously approved a $437 million transaction to become a private company through an acquisition led by George Feldenkreis. Under the terms of the Feldenkreis merger agreement, Perry Ellis shareholders will receive $27.50 per share in cash upon closing. The purchase price represents a premium of approximately 21.6 percent to Perry Ellis’ unaffected closing stock price on February 5, 2018, the last trading day prior to George Feldenkreis announcing his proposal to take the company private.
The Special Committee noted that Randa’s July 1, 2018 proposal to acquire 100% of the fully diluted common stock of Perry Ellis for $28.00 per share in cash was not solicited and is substantially similar to a non-binding $27.75 per share proposal made by Randa during the Special Committee’s strategic review process. The Special Committee unanimously determined, after consultation with its legal and financial advisors, that the Randa proposal does not satisfy the requirements in the Feldenkreis merger agreement for granting due diligence access or commencing negotiations with respect to a competing takeover proposal. In arriving at its determination, the Special Committee considered, in relation to a 1.8% potential price increase from Randa’s unsolicited proposal, among other things, that:
- the proposal is highly-conditional, non-binding and insufficient in terms of value and certainty of the provided debt financing commitments, as well as the lack of evidence of sufficient cash equity on hand;
- the additional timing to enter into and complete a potential transaction with Randa;
- the inclusion of an unprecedented 3% fee payable by the company to Randa if shareholders vote down the transaction, compared to no such penalty if shareholders vote down the Feldenkreis merger; and
- a number of other terms affecting shareholder value or certainty are inferior, including termination fees, additional risks to closing, and the lack of appraisal rights for shareholders.
Based on the totality of the circumstances considered in comparison to the potential for a slight price improvement, the Special Committee concluded that re-engaging with Randa at the price offered was not in the best interest of shareholders.
The Special Committee continues to unanimously believe that the Feldenkreis merger agreement is in the best interest of all Perry Ellis shareholders.
As previously announced, the Feldenkreis transaction is expected to close in the second half of calendar year 2018, is subject to the satisfaction of customary closing conditions and approvals, including approval by Perry Ellis shareholders (including a majority of the shares owned by shareholders other than the Feldenkreis family or any officers or directors of the Company), receipt of regulatory approvals and other customary closing conditions.
PJ SOLOMON is serving as financial advisor to the Special Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP are serving as the Special Committee’s legal counsel, and Innisfree M&A Incorporated is serving as the Company’s proxy solicitor.
Posted July 5, 2018
Source: Perry Ellis International, Inc.
