Proxy Governance Recommends That Restoration Hardware Stockholders Vote "FOR" the Merger
04 June 2008 - 10:00PM
PR Newswire (US)
Proxy Governance Joins RiskMetrics (ISS) and Glass Lewis in
recommending that Restoration Hardware stockholders vote "FOR" the
Merger CORTE MADERA, Calif., June 4 /PRNewswire-FirstCall/ --
Restoration Hardware, Inc. (NASDAQ:RSTO) today announced that Proxy
Governance has joined RiskMetrics Group (formerly Institutional
Shareholder Services or "ISS") and Glass Lewis in recommending that
Restoration Hardware's stockholders vote "FOR" adoption of the
Company's merger agreement with certain affiliates of Catterton
Partners, a private equity firm, at the Company's June 12, 2008
special meeting of stockholders. Proxy Governance, RiskMetrics and
Glass Lewis are leading independent U.S. proxy advisory firms and
their voting analyses and recommendations are relied upon by
hundreds of major institutional investment funds, mutual funds and
fiduciaries globally. In recommending that Restoration Hardware's
stockholders vote "FOR" adoption of the merger agreement, Proxy
Governance stated in part that: "We support this transaction
because it appears to place a fair value on the company based on
analysts' opinions and general market reaction to the deal. We
recognize the board's active engagement in the process, including
the active role of the independent directors, and the negotiation
of a go-shop period to provide for a market check after the
original agreement and the amendment. As neither market check
produced a clearly superior offer - taking into account termination
fees, the company's growing liquidity issues, and the comparative
certainty of both offer price and transaction closing - we believe
it unlikely a more favorable alternative would become available to
shareholders if the proposed transaction were rejected."* "We are
pleased that Proxy Governance, as well as RiskMetrics and Glass
Lewis, support our transaction and recognize the Independent
Committee's active role in the process," said Raymond C. Hemmig,
the Chairman of the Independent Committee of Restoration Hardware's
Board of Directors. "On behalf of the entire Board of Directors of
Restoration Hardware, I urge all Restoration Hardware stockholders
to vote promptly FOR the proposed merger." As previously announced,
Restoration Hardware entered into a merger agreement with certain
affiliates of Catterton Partners pursuant to which Restoration
Hardware's stockholders will be entitled to receive $4.50 in cash
for each share they own, subject to closing of the transaction.
Restoration Hardware stockholders are reminded that their vote is
important, and a failure to vote has the same effect as a vote
against the merger. The merger requires approval by holders of
two-thirds of the Company's outstanding shares. Stockholders may be
able to vote their shares by telephone or by the Internet, and are
advised that if they have any questions or need any assistance in
voting their shares, they should contact Restoration Hardware's
proxy solicitor, MacKenzie Partners, Inc., at 1-800-322-2885
(toll-free) or 212-929-5500 (call-collect), or via email at . The
Board of Directors of Restoration Hardware, on the unanimous
recommendation of the Independent Committee comprised of all of the
independent directors of the Company, has approved the merger
agreement and recommends that Restoration Hardware's stockholders
vote "FOR" the adoption of the merger agreement. *Permission to use
quotations from the Proxy Governance report was neither sought nor
obtained. About Restoration Hardware Restoration Hardware, Inc. is
a specialty retailer of high quality home furnishings, bath
fixtures and bathware, functional and decorative hardware, gifts
and related merchandise that reflects the Company's classic and
authentic American point of view. Restoration Hardware, Inc. sells
its merchandise offering through its retail stores, catalog
(800-762-1005) and on-line at http://www.restorationhardware.com/.
The Company currently operates 100 retail stores and ten outlet
stores in 30 states, the District of Columbia and Canada. About
Catterton Partners With more than $2 billion under management,
Catterton Partners is a leading private equity firm in the U.S.
focused exclusively on the consumer industry. Since its founding in
1990, Catterton has leveraged its investment capital, strategic and
operating skills, and network of industry contacts to establish one
of the strongest investment track records in the consumer industry.
Catterton invests in all major consumer segments, including Food
and Beverage, Retail and Restaurants, Consumer Products and
Services, and Media and Marketing Services. Catterton has led
investments in companies such as Breyers(R) Yogurt Company,
Wellness Pet Food, Liberty Safe, Build-A-Bear Workshop, Cheddar's
Restaurant Holdings Inc., Outback Steakhouse, P.F. Chang's China
Bistro, Baja Fresh Mexican Grill, Frederic Fekkai, Kettle Foods,
Farley's and Sathers Candy Co., and Odwalla, Inc. More information
about the firm can be found at http://www.cpequity.com/. Additional
Information and Where to Find It In connection with the proposed
merger, a definitive proxy statement was filed by the Company with
the SEC on May 9, 2008. Investors and security holders are strongly
advised to read the definitive proxy statement because it contains
important information about the merger and the parties to the
merger. Investors and security holders may obtain a free copy of
the definitive proxy statement and other documents filed by the
Company at the SEC website at http://www.sec.gov/. The definitive
proxy statement and other documents also may be obtained for free
from the Company by directing such request to Chris Newman, Chief
Financial Officer and Secretary, telephone: (415) 945-4530, or on
the Company's website at http://www.restorationhardware.com/.
Participants in the Solicitation The Company and its directors,
executive officers and other members of its management and
employees may be deemed participants in the solicitation of proxies
from its stockholders in connection with the proposed merger.
Information concerning the interests of the Company's participants
in the solicitation, which may, in some cases, be different than
those of stockholders generally, is set forth in the Company's
proxy statements and Annual Reports on Form 10-K, previously filed
with the SEC, and in the definitive proxy statement relating to the
merger. Each of these documents may be obtained for free at the SEC
website at http://www.sec.gov/ or from the Company by directing
such request to Chris Newman, Chief Financial Officer and
Secretary, telephone: (415) 945-4530, or on the Company's website
at http://www.restorationhardware.com/. DATASOURCE: Restoration
Hardware, Inc. CONTACT: Chris Newman, Chief Financial Officer and
Secretary of Restoration Hardware, Inc., +1-415-945-4530 Web site:
http://www.restorationhardware.com/
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