Mossimo, Inc. and Mossimo Giannulli 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% premium over the April 11, 2005 closing price of $3.32 and a 25% 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.
“I am 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, Giannulli and 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will be subject to the condition that the majority of the publicly held minority shares are validly tendered and not withdrawn before the expiration of the tender offer, as well as other customary conditions, including the receipt of financing sufficient to complete the tender offer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.
Piper Jaffray & Co. is serving as Giannulli's exclusive financial advisor in this transaction. Houlihan Lokey Howard & Zukin is serving as exclusive financial advisor to the Special Committee of Mossimo, Inc.'s Board of Directors in this transaction. CIT Group/Commercial Services, Inc. has committed, subject to certain conditions and execution of definitive loan documents, to provide approximately $22 million to fund the transaction, pay related fees and expenses, and provide Giannulli and MAC additional liquidity.