Home / Knowledge / News / Apparel/Garments / Merger agreement between Bernard Chaus & Vince Camuto
Merger agreement between Bernard Chaus & Vince Camuto
09
Apr '12
Bernard Chaus Inc announced the execution of a definitive merger agreement with an affiliate of Vince Camuto (“Camuto”), under which Camuto will acquire the shares of Chaus not owned by the members of the Chaus family for $0.21 per share in cash.

Chaus also announced the execution of a Memorandum of Understanding calling for the settlement of the litigation and the resolution of other objections that had been raised by certain shareholders with respect to the transaction. The $0.21 per share represents an 88% premium over the average of the bid and asked prices for the Company's Common stock for the last ten trading days. Camuto had initially proposed to acquire Chaus for $0.13 per share on September 16, 2011.

“We are extremely pleased that an agreement has been reached by the Company, Vince Camuto and shareholders who had been objecting to the price originally proposed for the transaction,” said Josephine Chaus, Chairwoman of Chaus. “We believe that our Company will be strengthened and will be better positioned to serve our retail partners and consumers under private ownership,” she added. “We have forged a close working relationship with Vince Camuto as a licensee and look forward to that partnership growing even closer in the future,” Mrs. Chaus continued.

“We are pleased that we were able to secure a definitive agreement which we believe will be beneficial to both companies. We look forward to working closely with the Chaus team to leverage the strengths of our two great companies for our retail customers and consumers,” said Vince Camuto, Chairman and Chief Executive Officer of The Camuto Group.

The special committee of independent directors of Chaus, after having received a fairness opinion from its financial advisor, unanimously recommended to the board of directors of Chaus that the merger agreement be approved; and the board then approved the transaction. The merger agreement must receive the approval of two-thirds of the Chaus shareholders before becoming effective. The Company intends to promptly file with the Securities and Exchange Commission (“SEC”) a proxy statement necessary for the shareholders' meeting at which the approval will be sought, and intends to hold that meeting approximately thirty days following the effectiveness of the proxy statement. The Chaus family, Camuto and certain other shareholders have agreed to vote in favor of the transaction.

The merger agreement permits the board to terminate the agreement in favor of a superior transaction if its fiduciary duty so requires.

The Memorandum of Understanding with Kenneth Braun, the Plaintiff in a putative class action brought by him to challenge the original transaction, and with Dr, Barry Berkowitz, the owner of approximately 5,000,000 shares of Chaus common stock, provides for the litigation to be settled with prejudice and for Dr. Berkowitz to support the transaction, so long as it has the approval of the board. The memorandum of understanding is, among other things, subject to court approval.


Must ReadView All

Textiles | On 16th Aug 2017

USITC to continue investigations on PSF imports

The US International Trade Commission (USITC) has determined that...

Textiles | On 16th Aug 2017

India’s apparel exports stumble in July 2017

Exports of readymade garments (including those made of cotton,...

Apparel/Garments | On 16th Aug 2017

EU displaces Japan as Myanmar’s largest apparel market

After the reinstatement of Generalised Scheme of Preferences (GSP)...

Interviews View All

Shawn Honeycutt
Bolger & O'Hearn

‘The Indian market is interesting and rather persistent in seeking new...

Rajiv Sirohi
Shara

‘Portugal is taking away a major share of the mill made sector.’

DK Sharma
Velocity Apparelz

We constantly communicate with employees at all levels

Suresh Patel
Sidwin Fabric

Sidwin Fabric is a manufacturer and exporter of polypropylene textiles and ...

Ashok Desai
Bombay Textile Research Association

Bombay Textile Research Association (BTRA) is a leading name in textile...

Iago Castro Asensio
RCfil Distribuciones S.L.

Iago Castro Asensio, International Business Manager of RCfil...

Rupa Sood and Sharan Apparao
Nayaab

Nayaab, an exhibition meant to celebrate Indian weaves, is in its second...

Mike Hoffman
Gildan Activewear SRL

Gildan Activewear, a manufacturer and marketer of branded clothing and...

Bani Batra

Bani Batra’s couture wedding collection is inspired by traditional Indian...

Press Release

Press Release

Letter to Editor

Letter to Editor

RSS Feed

RSS Feed

Submit your press release on


editorial@fibre2fashion.com

Letter To Editor






(Max. 8000 char.)

Search Companies





SEARCH

August 2017

Subscribe today and get the latest update on Textiles, Fashion, Apparel and so on.

news category


Related Categories:

Planning to Take the Leap towards
Sustainability?

Do you see sustainability as a route to business growth?

Yes No

Do you think the sustainability space has the needed tools and resources available for a business to lead change?

Yes No

Active Poll

Do you see sustainability as a route to business growth?

Yes
66.7%
No
18.5%
Skip
14.8%

Total Votes: 27

Do you think adopting a sustainable approach will be a profitable move for your business?

Yes No

Active Poll

Do you think the sustainability space has the needed tools and resources available for a business to lead change?

Yes
37.0%
No
40.7%
Skip
22.2%

Total Votes: 27

Do you want the world to know about your sustainability journey and your business’ environmental footprint?

Yes No

Active Poll

Do you think adopting a sustainable approach will be a profitable move for your business?

Yes
81.5%
No
7.4%
Skip
11.1%

Total Votes: 27

Thanks for your valuable feedback. Claim your free latest sustainability e-book.

Active Poll

Do you want the world to know about your sustainability journey and your business’ environmental footprint?

Yes
55.6%
No
11.1%
Skip
33.3%

Total Votes: 27


E-News Insight
Subscribe Today and Get the
Latest News Update in Your Mail Box.
Advanced Search



X