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 8th Dec 2016

China’s economy on track to meet growth expectations

China’s GDP has grown at 6.7 per cent in the first three quarters of...

SSM TK2-20 CT

Textiles | On 8th Dec 2016

SSM shows winding & air-texturing machines at India ITME

SSM (Schärer Schweiter Mettler AG), a leader in yarn processing and...

Textiles | On 7th Dec 2016

New Texprocil chairman bats for increased UPI adoption

Ujwal Lahoti, the new Cotton Textile Export Promotion Council...

Interviews View All

Cyril Pereira
Reed Exhibitions India, organiser of Asian Machine Tool Exhibition 2016

'Major problem in the textile machinery manufacturing industry is the lack ...

Pratik Bachkaniwala
Palod Himson Machines

Fabric processing machines are picking up

Amardeep Singh
Orient Craft

'In export markets, the trend in terms of embroidery, is towards matte...

Johan Berlin
InvestKonsult Sweden AB

Investkonsult Sweden AB has been buying and selling second-hand textile...

Lynda Kelly
Suominen Corporation

Suominen Corporation is a manufacturer of nonwovens as roll goods for...

Eric Scholler
Groz-Beckert

The Indian market has huge potential in technical textiles, and by far,...

Robert Brunner
Devereux

Golfwear and menswear brand Devereux is set for greener pastures. Robert...

Prathyusha Garimella
Prathyusha Garimella

Hyderabad-based designer Prathyusha Garimella is known for blending...

Karan Arora
Karan Arora

Bridal couture created with rich Indian heritage, exquisite craftsmanship...

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
December 2016

December 2016

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

SUBSCRIBE


Browse Our Archives

GO


Advanced Search