Randa Accessories announced that the company has submitted a letter to the special committee of the board of directors of Perry Ellis International Inc. to clarify a number of statements made in the preliminary proxy statement filed by Perry Ellis on July 11, 2018 regarding Randa’s proposal to acquire 100 percent of the outstanding common shares of Perry Ellis at a price of $28.00 per share.
Randa’s proposal was made following the previously announced merger agreement between Perry Ellis and a newly formed entity controlled by its founder and director, George Feldenkreis, and represents $0.50 per share more than the consideration offered in that insider transaction.
Randa Accessories wrote in a press release, “Randa is clearly the best acquirer for Perry Ellis International.
“It is time for the Special Committee to, at long last, engage with us to address our sole remaining open diligence item and enable us to provide shareholders with the highest possible value for their investment.
“Randa has the financial strength, dedicated resources, product and brand management skills, powerful licensing and retail partnerships, and a track record of successfully concluding complex acquisitions, including that of a publicly-traded company with substantial insider holdings.
“The preliminary proxy inaccurately asserts that Randa’s preference was to share risk by engaging an equity partner. Engaging a third-party partner has never been our intention. Randa has substantial financial resources and no debt. We have delivered executed debt commitment papers to the Special Committee which, together with available cash on hand, provide sufficient financing to pay the proposed merger consideration.
“The preliminary proxy inaccurately characterizes Randa’s financing as ‘insufficient’ and “highly conditional.” Randa has once again sent the Special Committee a document that makes clear the sufficiency of its financing. And, the Special Committee is well aware that the conditionality relates solely to the fact that it has withheld from Randa access to certain key business contacts who were available to the Feldenkreises–two of their fellow Board members.
“The Insider Proxy made the surprising assertion that Randa was ‘not willing to match the equity risk being taken by’ the Feldenkreises. This is not true, and is clearly disproven by a simple comparison of the two proposals. The Insider Transaction would have the Feldenkreises contribute nothing other than their stock in the company and would result in a standalone, post-closing company with a debt-to-EBITDA ratio of 7x—a ratio at the extreme, and precarious, end of any acceptable range. By contrast, Randa would merge Perry Ellis International into an existing, operating company with substantial assets including cash, inventory, accounts receivable and profits. The resulting post-closing company, under Randa’s proposal, would have an economically favorable debt to EBITDA ratio of 5x, as well as significant available cash to fund a meaningful increase in much-needed brand marketing and infrastructure upgrades. This increased financial strength and backing from Randa would undoubtedly benefit the company’s license partners, suppliers, employees and other stakeholders.
“And, most important and quite simply, Randa’s consideration of $28.00 per share remains superior to $27.50 per share. As noted in the preliminary proxy, the Randa bid has always been, and remains, higher than the price being offered the Feldenkreises. The preliminary proxy also makes clear that George Feldenkreis has steadfastly refused to increase his offer by even a penny.”
The full letter is here.
