Mossimo, Inc. signed a mutual confidentiality agreement with Cherokee, Inc. to allow both parties access to non-public information in the interest of evaluating Cherokee's unsolicited proposal to acquire all the outstanding shares of Mossimo for $8.50 per share, consisting of $6.00 per share in cash and $2.50 per share in Cherokee stock. Cherokee's review has commenced.
A Mossimo spokesman indicated that Mossimo's board of directors decided that their fiduciary duties to Mossimo's stockholders require Mossimo to allow Cherokee to conduct due diligence, but the board cannot yet conclude that Cherokee's acquisition proposal constitutes a superior proposal as compared to the proposed merger of Mossimo with Iconix Brand Group, Inc. announced on April 3, 2006. Under the confidentiality agreement, Mossimo's board will obtain information from Cherokee to evaluate whether Cherokee's proposal is superior.
The confidentiality agreement ensures that confidential information to be exchanged by Mossimo and Cherokee will be used solely for the purpose of evaluating a negotiated transaction between Mossimo and Cherokee. It contains terms and provisions no less favorable to Mossimo than those contained in Mossimo's mutual confidentiality agreement with Iconix Brand Group referenced in the merger agreement dated March 31, 2006 by and among Mossimo, Iconix Brand Group, Moss Acquisition Corp. and Mossimo Giannulli. The confidentiality agreement also provides that for two years, except in attempting to negotiate a transaction with Mossimo, Cherokee will not participate in any solicitation of proxies or any election contest with respect to Mossimo, form or join any group with respect to any voting securities of Mossimo, or otherwise act to seek or offer to control or influence Mossimo's management, board of directors or policies. However, Cherokee will not be bound by these restrictions if a third party other than Iconix Brand Group engages in any such actions.
