Kenneth Cole Productions, Inc. completion of its acquisition pursuant to the previously announced merger agreement under which Kenneth D. Cole, chairman and chief creative officer of the company and beneficial holder of approximately 46 percent of the company's outstanding common stock has acquired the company.
The company was acquired through KCP Holdco, Inc., an entity he controls that was formed for the purpose of the acquisition. The chairman holds approximately 89 percent of the voting power of KCP.
Under the terms of the merger agreement, the Company's shareholders, excluding Mr. Cole and his affiliated entities, will receive $15.25 per share in cash.
The transaction was approved by the company's stockholders at a special meeting of shareholders held on September 24, 2012. The merger was approved by holders of approximately 98% of the shares of the Company's outstanding common stock, and by holders of approximately 80% of the shares not owned by Cole or his affiliated entities. In addition, the company's stockholders also approved, by a non-binding, advisory vote, compensation payable to the Company's named executive officers in connection with the merger.
The Company's common stock will be delisted from the New York Stock Exchange.
BofA Merrill Lynch acted as financial advisor to the special committee of the Company's Board of Directors, and Sidley Austin LLP acted as legal advisor to the special committee.
Peter J. Solomon Company acted as financial advisor to Mr. Cole, and Willkie Farr & Gallagher LLP acted as legal advisor to Mr. Cole.
