Express, Inc. confirmed that it has received a letter from Sycamore Partners, which owns approximately 9.9% of Express' outstanding shares, indicating that Sycamore Partners is interested in acquiring the Company.
The Company also announced that it has established a Special Committee of the Board to determine a course of action it believes is in the best interest of all stockholders. In addition, Perella Weinberg Partners LP and Sullivan & Cromwell LLP have been engaged to serve as advisors to the Company and the Special Committee.
The Company also has adopted a Stockholder Rights Plan (the "Rights Plan"), which is intended to ensure all stockholders realize the long-term value of their investment in the Company and protect them from unfair or coercive takeover attempts. The Rights Plan is intended to provide the Board with sufficient time to consider any and all alternatives to an offer and does not prevent the Board from considering or accepting an offer, if the Board believes such action is fair, advisable and in the best interests of its stockholders.
Under the Plan, one right will be distributed for each share of Express common stock outstanding at the close of business on June 23, 2014. If any person or group acquires 10% or more of the voting power of the Company's outstanding common stock without the approval of the Board of Directors, there would be a triggering event causing significant dilution in the voting power of such person or group.
Existing 10% or greater stockholders are grandfathered to the extent of their June 12, 2014 ownership levels. The Rights Plan, which is similar to the rights plans of many other public companies, will continue in effect until June 12, 2015, unless ratified by a majority vote of the Company's stockholders (in which case the Rights Plan will expire on June 12, 2017) or unless earlier redeemed or terminated by Express, as provided in the Rights Plan.
About Express, Inc.
Express is a specialty apparel and accessories retailer of women's and men's merchandise, targeting the 20 to 30 year old customer. The Company has over 30 years of experience offering a distinct combination of fashion and quality for multiple lifestyle occasions at an attractive value addressing fashion needs across work, casual, jeanswear, and going-out occasions. The Company currently operates more than 600 retail and factory outlet stores, located primarily in high-traffic shopping malls, lifestyle centers, and street locations across the United States, Canada and Puerto Rico. Express merchandise is also available at franchise stores in the Middle East and Latin America.