Perry Ellis special committee rejects Randa proposal
The special committee of Miami-based apparel group Perry Ellis International, Inc.'s Board of Directors released a statement in response to Randa Accessories' July 1 proposal on Thursday, reaffirming their support for the company's acquisition by founder and ousted executive chairman George Feldenkreis, with whom the company entered into a definitive merger agreement last month.
In the statement, the special committee, which is made up of the Board's independent directors, concluded that accepting Randa's unsolicited proposal to acquire 100% of Perry Ellis' fully diluted common stock for $28.00 per share was not in the best interests of the company's shareholders, who should instead vote in favor of the Feldenkreis transaction.
Weighing against Randa's proposal was the fact that the offer was highly conditional and the company could not provide sufficient assurance of its debt financing capacities.
Furthermore, despite the fact that, according to the Wall Street Journal, the offer valued the company at around $444 million, slightly higher than the $437 million on offer in Feldenkreis' $27.50-per-share proposal, the special committee's statement claimed that "a number of other terms affecting shareholder value or certainty are inferior, including termination fees, additional risks to closing, and the lack of appraisal rights for shareholders."
Randa's proposal would also imply a delay in closing a deal and included an unprecedented 3% fee that Perry Ellis would have to pay should its shareholders vote against the merger. No such fee applies as part of the proposed Feldenkreis merger.
Based on these considerations, the special committee unanimously decided that the Randa proposal did not fulfil the requirements outlined as part of the Feldenkreis merger agreement for granting due diligence access or entering into negotiations concerning a competing takeover offer.
The Board also noted that Randa's proposal was "substantially similar" to a $27.75-per-share proposal previously made by Randa during the special committee's review process.
The Feldenkreis acquisition is expected to close in the second half of calendar year 2018 and is subject to customary closing conditions including the approval of Perry Ellis' shareholders.
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