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Mossimo Inc & Giannulli signs agreement to acquire Minority Stake
23 Sep '05
2 min read
Mossimo Inc, a premier designer, licensor and distributor of men's, women's, boy's and girl's apparel, footwear and Mossimo Giannulli (Giannulli) announced that they have reached an agreement for Giannulli to acquire the outstanding publicly held minority shares of Mossimo for $5.00 per share. The price represents a 50.6 percent premium over the April 11, 2005 closing price of $3.32 and a 25 percent premium over Giannulli's original proposal of $4.00 per share made on April 11, 2005.
Mossimo Inc's full Board of Directors, with a unanimous recommendation of a Special Committee comprised of independent directors, unanimously approved the transaction. The transaction will be structured as a cash tender offer by Mossimo Acquisition Corp. (MAC), a wholly-owned subsidiary of Mossimo Holding Corp. (MHC), itself a corporation wholly-owned by Giannulli, to be commenced in approximately two weeks, followed by a merger.
Upon completion of the transaction, which Giannulli expects will be completed by the end of November, MAC will merge with and into Mossimo Inc, so that Mossimo Inc will become a wholly owned subsidiary of MHC.
"They are pleased to reach an agreement that provides a full and fair price to Mossimo Inc's stockholders. This transaction will allow Mossimo Inc's stockholders the opportunity to gain liquidity and receive a substantial cash premium over the April 11 closing price," said Giannulli.
As the next step in the process, Giannulliand MAC expect to commence a tender offer that will be subject to the condition that the majority of the publicly held minority shares are validly tendered and not withdrawn before the expiration of the tender offer, as well as other customary conditions, including the receipt of financing sufficient to complete the tender offer and the merger.
Mossimo Inc's full Board of Directors, with a unanimous recommendation of a Special Committee comprised of independent directors, unanimously approved the transaction. The transaction will be structured as a cash tender offer by Mossimo Acquisition Corp. (MAC), a wholly-owned subsidiary of Mossimo Holding Corp. (MHC), itself a corporation wholly-owned by Giannulli, to be commenced in approximately two weeks, followed by a merger.
Upon completion of the transaction, which Giannulli expects will be completed by the end of November, MAC will merge with and into Mossimo Inc, so that Mossimo Inc will become a wholly owned subsidiary of MHC.
"They are pleased to reach an agreement that provides a full and fair price to Mossimo Inc's stockholders. This transaction will allow Mossimo Inc's stockholders the opportunity to gain liquidity and receive a substantial cash premium over the April 11 closing price," said Giannulli.
As the next step in the process, Giannulliand MAC expect to commence a tender offer that will be subject to the condition that the majority of the publicly held minority shares are validly tendered and not withdrawn before the expiration of the tender offer, as well as other customary conditions, including the receipt of financing sufficient to complete the tender offer and the merger.
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