Perry Ellis International Inc. announced that the company has filed an investor presentation with the Securities and Exchange Commission in connection with the previously announced $437 million transaction to become a private company through an acquisition led by George Feldenkreis, which the Perry Ellis Board unanimously approved acting upon the unanimous recommendation of the Special Committee of independent directors.
Under the terms of the Feldenkreis merger agreement, Perry Ellis unaffiliated shareholders will receive $27.50 per share in cash upon closing.
The investor presentation is available on the Investor Relations section of the company’s website at https://www.pery.com/Investor/Overview as well as on https://www.sec.gov/.
Highlights of the presentation include:
- The Special Committee has determined that the Feldenkreis merger agreement represents full and fair value while delivering an immediate cash premium to shareholders. The $27.50-per-share consideration is supported by independent valuation and represents a premium of approximately 21.6 percent to Perry Ellis’ unaffected closing stock price on February 5, 2018, the last trading day prior to George Feldenkreis announcing his proposal to take the company private.
- The Special Committee, with the assistance of independent financial and legal advisors, conducted robust, extended negotiations to deliver what it believes to be the highest value and greatest deal certainty to shareholders. The Special Committee is comprised of highly experienced directors with extensive branded apparel and retail industry knowledge and transaction experience, who are all wholly independent of the Feldenkreis family. During the more than four months between receipt of the Feldenkreis proposal on February 6, 2018 and entry into the Feldenkreis merger agreement on June 15, 2018, the Special Committee held 40 meetings to evaluate and negotiate the Feldenkreis proposal and consider other alternatives. Notably, the Special Committee adopted numerous procedural safeguards to ensure a disinterested process designed to secure the best possible price and deal certainty and negotiated improvements to George Feldenkreis’ “best and final” offers twice.
- After the transaction with George Feldenkreis was announced, the Special Committee continued to act in the best interests of unaffiliated shareholders by holding 11 more meetings and resuming negotiations with Randa Accessories Leather Goods LLC (consistent with its fiduciary duties and obligations under the Feldenkreis merger agreement). After careful review, the Special Committee ultimately determined, however, that the Randa proposal was not likely to lead to a superior proposal in light of the company’s largest inbound licensor’s refusal to agree to Randa’s condition precedent.
- Actions over the past three plus years demonstrate an active and engaged Board dedicated to value creation and accountability. Since 2015, the Perry Ellis Board has taken significant actions to improve the company’s corporate governance profile and overall business strategy. These actions included the implementation of a leadership succession plan in May 2015, the appointment of two new independent directors at the company’s annual meeting the same year and the creation of a non-executive chairman of the board in September 2017. Once it received an offer from the Feldenkreis family to purchase the company, the Special Committee of the Board, together with its financial and legal advisors, began a thorough review process to make certain it was pursuing the best outcome for shareholders, including actively soliciting 18 prospective strategic and financial counterparties (including Randa) to an alternative transaction.
The Perry Ellis Board unanimously recommends shareholders vote “FOR” the Feldenkreis merger agreement at the upcoming Special Meeting, which will be held on October 18, 2018. All shareholders as of the close of business on August 16, 2018 will be entitled to vote their shares.
PJ SOLOMON is serving as financial advisor to the Special Committee; Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP are serving as the Special Committee’s legal counsel. Shareholders with questions or who need assistance in voting their shares may call Innisfree M&A Incorporated, the company’s proxy solicitor, toll-free at 1-888-750-5834.