US: Kenneth Cole offers to take company private
Footwear, apparel and accessories designer Kenneth Cole has put in a bid to take his namesake company private so it will be able to focus on long-term innovation rather than short-term earnings.
Cole, who is the chairman and chief creative officer of Kenneth Cole Productions, is also its largest shareholder with a 47% stake in the firm. It was revealed on Friday (24 February) that he has made an offer to acquire the shares he doesn't already own for US$15 per share in cash.
The US fashion brand's board has formed a special committee of independent directors to consider the proposal, negotiate on behalf of the company and consider any alternative transactions. The committee comprises all of the directors of the company aside from Cole and chief executive Paul Blum.
In a letter to the board, Cole said the offer represents a premium of approximately 26% over the closing price of the Company's Class A common stock for the past 45 trading days.
He said the proposed transaction will ensure the company has the flexibility and structure to "successfully navigate our market environment in the years to come" as recent market changes have created a "sharply competitive landscape".
"I believe it is now more important than ever to embrace a more entrepreneurial perspective where we are all incentivised to grow and develop our company's products, brand and business with a longer-term perspective.
"I believe it is increasingly difficult to develop this type of culture in a public company context, where the public markets are increasingly focused on short-term results. I am convinced that private ownership is in the best interests of the business and the organisation and that this proposal is in the best interests of the shareholders," said Cole.
He added that he is not interested in a sale of his stake in the company and, with 89% of the company's voting power, would be unlikely to vote in favour of any alternative sale, merger or similar transaction involving the company.
Rigrodsky & Long, PA also announced it is investigating the offer concerning "possible breaches of fiduciary duty and other violations of law related to the going-private proposal".
It said the investigation concerns whether Kenneth Cole Production's board of directors failed to adequately shop the company and obtain the best possible price for the company's public minority shareholders before entering into an agreement with Cole.
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