Unsolicited proposal from Randa to Perry Ellis

11 Aug '18

2 min read

Courtesy: Perry Ellis

The special committee of the Perry Ellis International board of directors, which has independent directors, has got a revised, non-binding, unsolicited proposal from privately-held Randa Accessories Leather Goods to acquire 100 per cent of the outstanding common stock of Perry Ellis for $28.90 per share. It has been confirmed by the special committee.

Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the special committee has determined to commence discussions with, and grant due diligence access to, Randa, in accordance with the terms of the Feldenkreis merger agreement, and will carefully review and evaluate the proposal and pursue the course of action that it believes is in the best interest of the company and its shareholders. The company's shareholders do not need to take any action at this time. There is no assurance that these discussions will lead to any transaction with Randa.

As announced on July 2, 2018, Randa previously submitted a non-binding, unsolicited proposal to acquire all outstanding common stock of Perry Ellis for $28.00 per share in cash. The special committee determined, based on the totality of the circumstances considered in comparison to the potential for a slight price improvement, that re-engaging with Randa at the price offered was not in the best interest of shareholders.

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 unaffiliated shareholders will receive $27.50 per share in cash upon closing. Perry Ellis remains subject to the Feldenkreis merger agreement, and the special committee continues unanimously to believe that the Feldenkreis merger agreement is in the best interest of all Perry Ellis shareholders.

PJ Solomon is serving as financial advisor to the special committee, Paul, Weiss, Rifkind, Wharton & Garrison and Akerman are serving as the special committee’s legal counsel, and Innisfree M&A is serving as the company’s proxy solicitor. (SV)

Fibre2Fashion News Desk – India

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