The Special Committee of the Mossimo, Inc.'s Board of Directors and Mossimo Giannulli have agreed to amend the Agreement and Plan of Merger entered into by the Company, Giannulli, Mossimo Acquisition Corp., a wholly-owned subsidiary of Mossimo Holding Corp., itself a corporation wholly-owned by Giannulli, and MHC, on September 21, 2005, to extend the deadline for commencing the tender offer contemplated by the Merger Agreement from October 31, 2005 to November 14, 2005, and to extend the deadline for completion of the tender offer from January 31, 2006 to February 14, 2006.
The amendment to the Merger Agreement was made to give Giannulli and MAC additional time to commence the tender offer. Commencement of the tender offer was deferred by Giannulli and MAC to allow Giannulli and the Special Committee to consider an unsolicited proposal received from a third party indicating an interest in pursuing a business combination with the Company which may have resulted in the Company's stockholders, including Giannulli, receiving consideration representing a premium to the cash consideration contemplated by the existing Merger Agreement. However, after reviewing the third party proposal, Giannulli concluded that it was unlikely to lead to a transaction that he would be willing to accept and that he believed the Special Committee would be prepared to endorse, due in part to uncertainties regarding the economic and other terms of the proposal and the availability of required third party consents.
Giannulli and MAC expect to commence the tender offer before November 14, 2005, with the goal of completing the transaction before the end of the year. The tender offer will be subject to the condition that the majority of the publicly held minority shares are validly tendered and not withdrawn before the expiration of the tender offer, as well as other customary conditions, including the receipt of financing sufficient to complete the tender offer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.
