Schedules October 18, 2018 Special Meeting of
Shareholders to Vote on Transaction
Perry Ellis International, Inc. (NASDAQ:PERY) (“Perry Ellis” or the
“Company”) today announced that it filed its definitive proxy
statement with the Securities and Exchange Commission (“SEC”) on
September 10, 2018 in connection with the Feldenkreis transaction
and commenced mailing the proxy statement to shareholders on
September 11, 2018.
Perry Ellis’ Special Meeting of Shareholders (“Special Meeting”)
is scheduled to take place on October 18, 2018 at 10:00 a.m.
Eastern Time, at the Company’s corporate offices at 3000 N.W. 107th
Avenue, Miami, Florida.
The Perry Ellis Board of Directors unanimously recommends that
Perry Ellis shareholders vote “FOR” the proposal to adopt the
Feldenkreis merger agreement as well as all other proposals
included in the definitive proxy statement.
As previously announced on June 16, 2018, Perry Ellis’ Board of
Directors, acting on the recommendation of the Special Committee of
independent directors and with the support of independent financial
and legal advisors, approved a $437 million transaction to become a
private company through an acquisition led by George Feldenkreis.
Under the terms of the Feldenkreis merger agreement, Perry Ellis
unaffiliated shareholders will receive $27.50 per share in cash
upon closing. The purchase price 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 transaction is expected to close in the second half of
2018.
Perry Ellis shareholders of record as of the close of business
on August 16, 2018 will be entitled to vote their shares either in
person or by proxy at the Special Meeting. Shareholders who have
questions, need assistance in voting or require additional proxy
materials may call the Company’s proxy solicitor, Innisfree M&A
Incorporated, toll-free at (888) 750-5834.
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.
About Perry Ellis InternationalPerry Ellis
International, Inc. is a leading designer, distributor and licensor
of a broad line of high quality men's and women's apparel,
accessories and fragrances. The company's collection of dress and
casual shirts, golf sportswear, sweaters, dress pants, casual pants
and shorts, jeans wear, active wear, dresses and men's and women's
swimwear is available through all major levels of retail
distribution. The company, through its wholly owned subsidiaries,
owns a portfolio of nationally and internationally recognized
brands, including: Perry Ellis®, An Original Penguin by
Munsingwear®, Laundry by Shelli Segal®, Rafaella®, Cubavera®, Ben
Hogan®, Savane®, Grand Slam®, John Henry®, Manhattan®, Axist®,
Jantzen® and Farah®. The company enhances its roster of brands by
licensing trademarks from third parties, including: Nike® for
swimwear, and Callaway®, PGA TOUR®, and Jack Nicklaus® for golf
apparel and Guy Harvey® for performance fishing and resort wear.
Additional information on the company is available at
http://www.pery.com.
Safe Harbor Statement We caution readers that
the forward-looking statements (statements which are not historical
facts) in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on current expectations rather
than historical facts and they are indicated by words or phrases
such as “proposed,” “anticipate,” “believe,” “budget,”
“contemplate,” “continue,” “could,” “estimate,” “expect,”
“guidance,” “indicate,” “intend,” “may,” “might,” “plan,”
“possibly,” “potential,” “predict,” “probably,” “proforma,”
“project,” “seek,” “should,” “target,” or “will” or the negative
thereof or other variations thereon and similar words or phrases or
comparable terminology. Such forward-looking statements include,
but are not limited to, statements regarding Perry Ellis’ strategic
operating review, growth initiatives and internal operating
improvements intended to drive revenues and enhance profitability,
the implementation of Perry Ellis’ profitability improvement plan
and Perry Ellis’ plans to exit underperforming, low growth brands
and businesses. We have based such forward-looking statements on
our current expectations, assumptions, estimates and projections.
While we believe these expectations, assumptions, estimates and
projections are reasonable, such forward-looking statements are
only predictions and involve known and unknown risks and
uncertainties, and other factors that may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements, many of which are beyond our
control. These factors include: general economic conditions, a
significant decrease in business from or loss of any of our major
customers or programs, anticipated and unanticipated trends and
conditions in our industry, including the impact of recent or
future retail and wholesale consolidation, recent and future
economic conditions, including turmoil in the financial and credit
markets, the effectiveness of our planned advertising, marketing
and promotional campaigns, our ability to contain costs,
disruptions in the supply chain, including, but not limited to
those caused by port disruptions, disruptions due to weather
patterns, our future capital needs and our ability to obtain
financing, our ability to protect our trademarks, our ability to
integrate acquired businesses, trademarks, trade names and
licenses, our ability to predict consumer preferences and changes
in fashion trends and consumer acceptance of both new designs and
newly introduced products, the termination or non-renewal of any
material license agreements to which we are a party, changes in the
costs of raw materials, labor and advertising, our ability to carry
out growth strategies including expansion in international and
direct-to-consumer retail markets, the effectiveness of our plans,
strategies, objectives, expectations and intentions which are
subject to change at any time at our discretion, potential cyber
risk and technology failures which could disrupt operations or
result in a data breach, the level of consumer spending for apparel
and other merchandise, our ability to compete, exposure to foreign
currency risk and interest rate risk, the impact to our business
resulting from the United Kingdom’s referendum vote to exit the
European Union and the uncertainty surrounding the terms and
conditions of such a withdrawal, as well as the related impact to
global stock markets and currency exchange rates; possible
disruption in commercial activities due to terrorist activity and
armed conflict, actions of activist investors and the cost and
disruption of responding to those actions, and other factors set
forth in Perry Ellis’ filings with the Securities and Exchange
Commission. Forward-looking statements also may include information
concerning the proposed merger transaction, including unexpected
costs or liabilities, delays due to regulatory review, failure to
timely satisfy or have waived certain closing conditions, failure
to obtain the financing for the merger, the commencement of
litigation relating to the merger, whether or when the proposed
merger will close and changes in general and business conditions.
Investors are cautioned that all forward-looking statements involve
risks and uncertainties and factors relating to the proposed
transaction, including those risks and uncertainties detailed in
Perry Ellis’ filings with the SEC, all of which are difficult to
predict and many of which are beyond Perry Ellis’ control. You are
cautioned not to place undue reliance on these forward-looking
statements, which are valid only as of the date they were made. We
undertake no obligation to update or revise any forward-looking
statements to reflect new information or the occurrence of
unanticipated events or otherwise, except as required by law.
Important Additional Information And Where To Find
It The Company, its directors and certain of its executive
officers may be deemed to be participants in the solicitation of
proxies from Company stockholders in connection with the proposed
transaction. The Company filed a definitive proxy statement and
WHITE proxy card with the U.S. Securities and Exchange Commission
(the “SEC”) on September 10, 2018, and furnished the definitive
proxy statement to the Company’s stockholders beginning on
September 11, 2018, in connection with such solicitation of proxies
from Company stockholders. COMPANY STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY
CARD FILED WITH THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS THERETO
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain the proxy
statement, any amendments or supplements to the proxy statement and
other documents filed by the Company with the SEC for no charge at
the SEC’s website at www.sec.gov. Copies will also be available at
no charge at the Company’s website at http://investor.pery.com, by
writing to Perry Ellis International, Inc., at 3000 N.W. 107
Avenue, Miami, FL 33172.
Participants in the SolicitationThe Company and
its directors, executive officers and other members of management
and employees, under the SEC rules, may be deemed to be
participants in the solicitation of proxies of the Company’s
stockholders in connection with the proposed transaction. Investors
and security holders may obtain more detailed information regarding
the names, affiliations and interests of certain of the Company’s
executive officers and directors in the solicitation by reading the
definitive proxy statement and other relevant materials which may
be filed with the SEC in connection with the proposed transaction
when and if they become available. Information concerning the
interests of the Company’s participants in the solicitation, which
may, in some cases, be different than those of its stockholders
generally, are set forth in the definitive proxy statement in
connection with the proposed transaction. Additional information
regarding the ownership of the Company’s directors and executive
officers in Company stock, restricted stock and options is included
in their SEC filings on Forms 3, 4, and 5, which can be found
through the Company’s website (http://investor.pery.com), or
through the SEC’s website at www.sec.gov. Information can also be
found in the Company’s other SEC filings, including the Company’s
Annual Report on Form 10-K for the year ended February 3, 2018 and
the Form 10-K/A filed by the Company with the SEC on June 1,
2018.
Contacts
Investor: Innisfree M&A IncorporatedArthur
Crozier / Jennifer Shotwell / Scott
Winter212-750-5833orMedia: Joele Frank, Wilkinson
Brimmer KatcherEd Trissel / Sharon Stern / Jeff
Kauth212-355-4449
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