Perry Ellis’ committee favours Feldenkreis transaction
The Special Committee of the Perry Ellis International Board of Directors, which is composed of the independent directors, has reaffirmed its intention to recommend that all Perry Ellis shareholders vote for the Feldenkreis transaction. In June, Perry Ellis’ Board of Directors had approved a $437 million transaction to become a private company.
Perry Ellis’ Board of Directors had acted on the unanimous recommendation of the Special Committee of independent directors and with the support of independent financial and legal advisors. The transaction to become a private company was to be done through an acquisition led by George Feldenkreis.
Under the terms of the Feldenkreis merger agreement, Perry Ellis shareholders will receive $27.50 per share in cash upon closing. The purchase price represents a premium of approximately 21.6 per cent to Perry Ellis’ unaffected closing stock price on February 5, 2018, the last trading day prior to George Feldenkreis announcing his proposal to take the company private.
The Special Committee noted that Randa’s July 1, 2018 proposal to acquire 100 per cent of the fully diluted common stock of Perry Ellis for $28.00 per share in cash was not solicited and is substantially similar to a non-binding $27.75 per share proposal made by Randa during the Special Committee’s strategic review process. The Special Committee unanimously determined, after consultation with its legal and financial advisors, that the Randa proposal does not satisfy the requirements in the Feldenkreis merger agreement for granting due diligence access or commencing negotiations with respect to a competing takeover proposal.
In arriving at its determination, the Special Committee considered, in relation to a 1.8 per cent potential price increase from Randa’s unsolicited proposal, among other things, that the proposal is highly-conditional, non-binding and insufficient in terms of value and certainty of the provided debt financing commitments, as well as the lack of evidence of sufficient cash equity on hand.
Based on the totality of the circumstances considered in comparison to the potential for a slight price improvement, the Special Committee concluded that re-engaging with Randa at the price offered was not in the best interest of shareholders.
The Special Committee continues to unanimously believe that the Feldenkreis merger agreement is in the best interest of all Perry Ellis shareholders.
As previously announced by the company, the Feldenkreis transaction is expected to close in the second half of calendar year 2018, is subject to the satisfaction of customary closing conditions and approvals, including approval by Perry Ellis shareholders (including a majority of the shares owned by shareholders other than the Feldenkreis family or any officers or directors of the company), receipt of regulatory approvals and other customary closing conditions. (SV)