Everlast Worldwide Inc. signed a definitive agreement to be acquired by The Hidary Group, for $26.50 per share in cash, a 14.5% premium to its closing price on May 31, 2007, and a 30% premium to the average closing price over the last month. The total value of the all-cash transaction is over $146 million.
The Board of Directors of Everlast Worldwide approved the agreement in a special meeting June 1, 2007. The transaction is subject to stockholder approval and other customary conditions and is expected to be completed during the third quarter of 2007.
In making the announcement, Seth Horowitz, chairman, president and CEO of Everlast Worldwide, said, “We are pleased with the terms of this transaction and believe it is in the best interests of the Company's stockholders. The Hidary Group has been an excellent licensing partner and, as such, has not only embraced the Everlast brand but also our strategic direction and long-term vision.”
Jack D. Hidary, managing partner of The Hidary Group said, “We have tremendous respect for Seth Horowitz and his team, and look forward to our partnership with Everlast Worldwide. We have a long history in the sports and athletic apparel marketplace, including a strong relationship and knowledge of the Everlast brand as one of Everlast Worldwide's licensees.”
Hidary continued, “We believe that the depth of our experience growing brands online and offline offers an exciting fit to help management further enhance Everlast's iconic global brand. Everlast Worldwide, its management and its employees are a great addition to our group of companies.”
A special meeting of stockholders of Everlast Worldwide will be announced soon to obtain stockholder approval of the transaction.
The Hidary Group is the lead sponsor of the deal. Other investors include multi-billion dollar investment funds Gracie Capital, Ore Hill Partners, and Seneca Capital. Each fund manages in excess of $1 billion.
Piper Jaffray & Co. is serving as financial advisor to Everlast Worldwide. Clarence Schwab, Managing Partner of C. Schwab LLC, is serving as financial advisor to the Hidary Group. Mr. Schwab also works closely with certain Hidary Group portfolio companies. Olshan Grundman Frome Rosenzweig & Wolosky LLP and Proskauer Rose LLP acted as legal advisors to Everlast Worldwide and Hidary Group, respectively.
