PR Newswire
NEW YORK, July 9, 2018
NEW YORK, July 9, 2018 /PRNewswire/ -- Randa Accessories, the world's leading men's accessories company, announced today that it has submitted the following letter to the Special Committee of the Board of Directors of Perry Ellis International, Inc. (NASDAQ: PERY) in response to the Special Committee's July 5, 2018, press release regarding Randa's proposal to acquire 100% 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.
In brief:
Randa is regarded as a leading brand management company, considered "best-in-class" by brand owners and licensors. This is clearly illustrated by our decades-long partnerships with Dickies, Levi's, Columbia Sportswear, Ralph Lauren, Tommy Hilfiger, and other global brands. We anticipate that the Perry Ellis' inbound and outbound license partners will be eager to join forces with us, as will its global retail and supply partners.
Below is the full text of the letter that was sent to the Board of Directors of Perry Ellis:
RANDA ACCESSORIES LEATHER GOODS LLC
417 Fifth Avenue, 11th Floor
New York, New York 10016
July 9, 2018
VIA ELECTRONIC MAIL
Special Committee of the Board of Directors of Perry Ellis International, Inc.
c/o David A. Shiffman
PJ Solomon
1345 Avenue of the Americas
New York, NY 10105
Ladies and Gentlemen:
We were disappointed to read of your decision not to engage with us regarding our compelling proposal that would provide superior value to your shareholders than your existing merger agreement with George Feldenkreis (the "Insider Transaction"). We were also surprised that you chose to convey this decision indirectly via a press release instead of communicating with us directly, especially in light of the several misleading statements contained therein.
As you are aware, your merger agreement with Mr. Feldenkreis expressly permits the Special Committee to engage in discussions to clarify the terms of any unsolicited proposal it receives and, further, to engage in negotiations with regards to such a proposal that is reasonably expected to lead to a superior proposal. Yet since the date you entered into the Insider Transaction you have not once directly contacted us or our representatives. We are confident that your shareholders will conclude that $28.00 per share is superior to $27.50 per share, and thus that our proposal is in fact a superior proposal.
Notwithstanding the fact that our proposal would provide your shareholders with more value than the Insider Transaction, your July 5th press release argued that engaging in negotiations with us was purportedly not in the best interests of your shareholders for several reasons. Although we would have preferred to have direct conversations with you about each of these matters, we feel we have no choice but to address them through this formal response given your unwillingness to speak directly with us:
We remain committed to pursuing a mutually beneficial transaction that will provide your shareholders with maximum value. We hope that the Special Committee will quickly reach the unavoidable conclusion that our proposal is reasonably expected to lead to a superior proposal. As soon as it does so, we are ready and willing to meet with you at your convenience to quickly negotiate and finalize any and all documentation necessary to effectuate this transaction.
Very truly yours,
RANDA ACCESSORIES LEATHER GOODS LLC
/s/ Jeffrey O. Spiegel
Jeffrey O. Spiegel,
Chief Executive Officer
Threadstone Partners LP is serving as financial advisor to Randa and Willkie Farr & Gallagher LLP is serving as legal advisor.
ABOUT RANDA
Randa: Leading with Accessories
Randa produces men's belts, small leather goods, neckwear, luggage, casual bags, jewelry, and seasonal accessories including footwear, hats, gloves, and gifts, bringing these to market through all channels of distribution, worldwide. More than the world's largest men's accessories company, Randa uses its scale and expertise to create and expand powerful brands, exceptional products and extraordinary shopping experiences. For more information: www.randa.net.
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SOURCE Randa Accessories
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