The board of US apparel business Perry Ellis International is urging shareholders to vote in favour of an acquisition of the group led by company founder and former CEO George Feldenkreis.
Perry Ellis filed an investor presentation with the Securities and Exchange Commission yesterday (25 September) in connection with the previously announced US$437m transaction, which the board has unanimously approved.
Under the terms of the agreement, Perry Ellis shareholders will receive $27.50 per share in cash upon closing.
“The Special Committee has determined that the Feldenkreis merger agreement represents full and fair value while delivering an immediate cash premium to shareholders,” the board said in an announcement. “The $27.50 per share consideration is supported by independent valuation and represents a premium of around 21.6% to Perry Ellis’ unaffected closing stock price on 5 February 2018, the last trading day prior to George Feldenkreis announcing his proposal to take the company private.”
As such, the board is recommending shareholders vote in favour of the merger at the company’s upcoming Special Meeting, which will be held on 18 October.
The move follows a busy couple of months for Perry Ellis, which have seen the firm receive two unexpected takeover bids from privately-held Randa Accessories Leather Goods.
The Special Committee rejected the unsolicited proposal at the beginning of July, and a second proposal was submitted on 3 August, with Randa raising its offer from $28.00 to $28.90 per share.