Perry Ellis International Inc. on Monday announced that independent proxy advisory firms Institutional Shareholder Services and Glass Lewis & Co. recommend that Perry Ellis shareholders vote for the proposed acquisition by the entity controlled by George Feldenkreis at Perry Ellis’ special meeting of shareholders scheduled for October 18, 2018, at 10 a.m. Eastern Time, at the company’s corporate offices at 3000 N.W. 107th Avenue, Miami, FL.
Under the terms of the Feldenkreis merger agreement, Perry Ellis unaffiliated shareholders will receive $27.50 per share in cash upon closing.
In recommending that Perry Ellis shareholders vote for the proposed transaction, ISS stated in its September 28, 2018 report:
“The cash form of consideration provides certainty of value to PERY shareholders, eliminating the execution risks highlighted by the board. Furthermore, it appears that PERY’s special committee has taken steps to maximize shareholder value. Such steps included soliciting competing bids from 18 other potential acquirers and engaging in a lengthy negotiation with Randa, despite facing public pressure from the original bidder. In light of these factors, support for the transaction is recommended.”
Glass Lewis stated in its September 28, 2018, report:
“…We believe the special committee took appropriate action at critical junctions and employed safeguards and pacing clearly intended to preclude the possibility of conflicts of interest.…”
“Moreover, the executed agreement appears to be reasonably consistent with industry trends and the premiums generally realized by investors across recent all-cash buyouts. In view of the foregoing factors, and in the absence of further developments, we believe there is sufficient procedural and financial cause to support the proposed transaction at this time. Accordingly, we recommend shareholders vote FOR this proposal.”
Commenting on the reports, J. David Scheiner, non-executive chairman of the Perry Ellis Board of Directors and chair of the Special Committee said, “We are pleased that both ISS and Glass Lewis recognize the significant cash value that will be delivered to shareholders through the Feldenkreis transaction and support our Board’s recommendation that shareholders vote ‘FOR’ the merger. We remain confident that this transaction is the best path forward for all stakeholders and represents full and fair value while delivering an immediate cash premium to Perry Ellis shareholders. We look forward to completing the merger and strongly urge shareholders to follow ISS’ and Glass Lewis’ recommendations by voting ‘FOR’ the value maximizing transaction at the upcoming special meeting.”
