Mossimo Inc. Announces Unsolicited Proposal from Cherokee, Inc.
18 April 2006 - 9:00PM
Business Wire
Mossimo, Inc. (NASDAQ: MOSS) today announced that on April 17, 2006
it received an unsolicited proposal from Cherokee Inc. to acquire
all the outstanding shares of Mossimo, Inc. for $8.50 per share,
consisting of $6.00 per share in cash and $2.50 per share in
Cherokee stock. Consistent with its fiduciary duties to Mossimo's
stockholders, Mossimo's board of directors will meet to evaluate
Cherokee's proposal. A Mossimo spokesman indicated that it is too
early to determine whether the Cherokee letter constitutes a
superior proposal as compared to the proposed merger of Mossimo
with Iconix Brand Group, Inc. announced on April 3, 2006. The
Iconix agreement provides for Mossimo stockholders to receive
payment of $4.25 in cash and $3.25 in Iconix shares, subject to
adjustments, plus, if the Iconix common stock does not trade above
$18.71 for at least twenty consecutive trading days in the year
following the merger, additional shares of Iconix common stock
shortly following the first anniversary of the merger. These
protective provisions are designed to provide Mossimo, Inc.
stockholders the opportunity to ultimately receive per-share
consideration which represents $8.50 per Mossimo share after the
merger. In addition, Mossimo announced that on April 12, 2006, a
purported shareholder class action lawsuit was filed in the
Superior Court of the State of California for the County of Los
Angeles entitled Laborers' Local #231 Pension Fund vs. Mossimo,
Inc. et al. The lawsuit alleges that Mossimo and its board of
directors breached their fiduciary duties in approving the
agreement with Iconix. A Mossimo spokesman indicated that the
company and the directors deny all liability, believe the
allegations in the complaint are without merit and intend to defend
the claims vigorously. Founded in 1987, Mossimo, Inc. is a
designer, licensor and distributor of men's, women's, boys' and
girls' apparel, footwear and other fashion accessories such as
jewelry, watches, handbags, and belts.
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