Feb 25, 2021
Apex Global Brands being taken over by Galaxy Universal
Feb 25, 2021
Apex Global Brands, a brand management and licensing organisation that markets a portfolio of high-quality lifestyle brands it owns, creates, and elevates, is being taken over by Galaxy Universal. The two have signed a merger deal. The closing of the acquisition is expected in the second quarter of 2021. Galaxy will buy all the outstanding shares of Apex.
“After conducting an extensive analysis of our strategic alternatives with our financial advisor, the board of directors concluded that our sale to Galaxy Universal is the best path to deliver equity to our shareholders,” said Henry Stupp, chief executive officer of Apex Global Brands. “We believe that the sale process will be seamless for our licensees and that there will be no disruption to our operations.”
Under the terms of the agreement, which has been unanimously approved by the members of the Apex board of directors, Galaxy Universal will acquire all of the outstanding shares of Apex for $2.00 per share in cash.
A special meeting of Apex Global Brands stockholders will be held as soon as practicable following the filing of a definitive proxy statement with the US Securities and Exchange Commission and subsequent mailing to stockholders.
The company’s officers, directors and certain stockholders collectively holding approximately 30 per cent of the outstanding shares of Apex have entered into voting agreements committing them to, among other things, vote in favour of adopting the merger agreement. The proposed transaction is subject to the approval by Apex stockholders, along with the satisfaction of other customary closing conditions. Upon completion of the merger, Apex will become wholly owned by Galaxy Universal.
In conjunction with the merger agreement, Apex entered into a Seventh Amendment to its Financing Agreement and Forbearance Agreement with its senior secured lenders. This amendment extends the senior secured lender’s forbearance through the earlier of June 30, 2021 or the termination or closure of the merger.
Apex intends to hold a special meeting of its stockholders to consider and vote on a proposal to adopt the merger agreement.
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