Everlast Worldwide Inc. has signed a definitive agreement to be acquired by Brands Holdings Limited, for $30.00 per share in cash, a 29.6% premium to its closing price on May 31, 2007, and a 47.2% premium to the average closing price over the last month. The total value of the all-cash transaction is over $168 million. Brands Holdings Limited is a private company incorporated in England and Wales and is a subsidiary of Sports Direct International plc, a publicly-traded company on the London Stock Exchange.
The Board of Directors of Everlast Worldwide approved the agreement in a special meeting on June 28, 2007. The transaction is subject to stockholder approval and other customary conditions and is expected to be completed during the second half of 2007.
In making the announcement, Seth A. Horowitz, Chairman, President and Chief Executive Officer of Everlast Worldwide, said, “We are pleased with the terms of this transaction and believe it is in the best interests of the Companys stockholders. We believe the strength of the Everlast brand worldwide will compliment Sports Directs portfolio of internationally-recognized sports and leisure brands.“
“The Sports Direct board is confident that this acquisition will benefit our wholesale, licensing and retail businesses, while providing us with a significant stepping stone into the important US market,” noted Dave Forsey, Chief Executive of Sports Direct.
Everlast Worldwide has terminated its previous merger agreement with Hidary Group Acquisitions, LLC and Hidary Group Acquisitions, Inc. In accordance with the terms of the original merger agreement, Everlast Worldwide paid a termination fee of $3,000,000 to the original purchaser under such agreement.
In addition, The Estate of George Q Horowitz has entered into a voting agreement with Brands Holdings Limited pursuant to which The Estate has agreed to vote its shares in favor of the merger agreement with Brands Holdings Limited, subject to certain conditions. The voting agreement that The Estate of George Q Horowitz previously entered into with Hidary Group Acquisitions, LLC and Hidary Group Acquisitions, Inc. terminated as to The Estate upon termination of the original merger agreement.
A special meeting of stockholders of Everlast Worldwide will be announced soon to obtain stockholder approval of the transaction.
Piper Jaffray & Co. is serving as exclusive financial advisor to Everlast Worldwide. Olshan Grundman Frome Rosenzweig & Wolosky LLP and Freshfields Bruckhaus Deringer LLP acted as legal advisors to Everlast Worldwide and Brands Holdings Limited, respectively.
