Merger agreement between Bernard Chaus & Vince Camuto

09 Apr '12

3 min read

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.

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