Guess?, Inc. (Nyse: GES) announced that he had signed a definitive agreement for a certain existing hypothesis? The shareholders (collectively, the “roller shareholders”), including Maurice Marciano, Paul Marciano, Nicolai Marciano and Carlos Alberini and some of the respective trusts, foundations and affiliates, to obtain a strategic partnership with authentic LLC brands (“authentic”), according to which, in connection with the taking in pension, the authentic audience of the testament. Autonally Autonament. Intellectual property after which all ordinary shares in place? Not already beneficial owned by rotating shareholders will be acquired in an all-maker transaction that values guess? to about $ 1.4 billion, including debt. Will the rotating shareholders have 49% of all guessed? Intellectual property and current hypothesis? The management will continue to manage the activity and has 100% of the operating company.
Guess? IP. Rotolant shareholders, including Marcianos and Ceo Carlos Alberini, will maintain 49 % of the Pi while the direction maintains 100 % of the operations. Shareholders get $ 16.75/cash action, a 73 %prize. The deal should close 26 Q4 in exercise, subject to approvals.
According to the terms of the agreement, guess? Will the shareholders (other than the rotation shareholders) receive $ 16.75 per action in cash, which represent a prize of about 73% to guess?
“Today’s announcement is the result of a weighted and independent revision by the Special Committee of the Board of Directors to maximize the value by hypothesis? Shareholders,” they said Alex Yemenidjian, president of the hypothesis? Board of Directors and President of the Special Committee. “With the assistance of financial and legal consultants, the Special Committee has assessed a series of potential options and unanimously established that the transaction with authentic and rotating shareholders is the best path by hypothesis?
“During our 44 -year -old history, he guesses? He established himself as a global leader in the fashion sector and today marks another milestone on our journey,” he said Paul Marciano, guess? Co-founder and creative director. “Guess? He has always worked to create a strong network of license partner and combine forces with authentic – the second largest licensee in the world with a powerful lifestyle and entertainment platform – will allow us to build on this foundation and expand our scope as a global lifestyle brand. Members and partners of the world -level team and I can’t wait to continue working closely with Carlos and our talented leaders in this new chapter. “
“Through this transaction, we can’t wait to build on the significant progress that we have done to strengthen our organization, improve the awareness of the brand and raise customers’ involvement,” he said Carlos Alberini, guess? CEO. “As a private company that benefits from the prospects of a global recognized licensed partner, guess? Will have greater flexibility to navigate today’s operating environment complex and perform on a long -term targeted strategy, allowing us to serve customers even better all over the world. I want to thank the special committee for their visionship partners. The way to go.”
“Guess? Is it a power brand that has defined style and culture for over 40 years,” he said Jamie Salter, founder, president and CEO of Authentic. “We have enormous respect for the Marcianos and their team, who have built an innovative brand full of heritage with incredible global reach and an ecosystem of consolidated partner. We are excited to rely on this inheritance in partnership with them as ridges? Enter your next chapter inside our platform.”
Details of the transaction
The transaction is expected to close in the fiscal year of the fourth quarter?
The hypothesis? Board of Directors, with Paul Marciano and Carlos Alberini who go, unanimously approved the transaction proposed on the unanimous recommendation of the special committee of independent and selfless administrators who led the review and negotiation of this transaction.
Did the rotary shareholders agreed to remove their ordinary actions and the equity of hypotheses? In relation and vote for their ordinary actions in favor, the proposed merger and other transactions provided for by the merger agreement, with this voting obligation that ends if the merger agreement is validly resolved, also in relation to a “higher proposal”.
The transaction is not subject to a financing condition. The transaction will be financed through a combination of fairness of rollover by shareholders and cash commitments by authentic. According to the terms of the eaves, dated April 17, 2023, between Guess? What about Us Bank Trust Company, National Association, as a trustee, hypothesis holders? 3.75% of senior convertible notes provided for in 2028 (the “convertible notes”) will have some rights to cause the re -selection, reimbursement or conversion of their convertible notes in relation to the transaction.
Guess? It provides to pay a dividend in quarterly cash of $ 0.225 cents per action through the closure of the transaction.
Upon completion of the transaction, guess? Ordinary actions will no longer be listed on any public market.
Consultants
Solomon Partners acts as a financial consultant of the Special Committee and Willkie Farr & Gallagher LLP and the young Conaway Stargatt & Taylor LLP act as a legal consultant for the Special Committee.
O’Melvenny & Myers LLP and Morris, Nichols, Arsht & Tunnell LLP act as a legal consultant to guess? And Jele Frank is a strategic communication consultant.
The Sage Group, LLC, acts as a financial consultant and Jones Day and Ropes & Gray LLP acts as a legal consultant for rolling shareholders.
JP Morgan Securities LLC acts as a financial consultant and Latham & Watkins LLP acts as a legal consultant for authentic.
Note: the title, intuitions and image of this press release may have been perfected by the Fiber2fashion staff; The rest of the content remains unchanged.
Fiber2fashion news desk (hu)
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