PICKERINGTON, Ohio,
June 3, 2014 /PRNewswire/
-- Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ)
("R. G. Barry" or the "Company"), today announced the expiration on
May 31, 2014 of the 30-day "go-shop"
period provided for under the terms of the previously announced
Agreement and Plan of Merger (the "Merger Agreement") between the
Company and affiliates of Mill Road Capital, a private equity firm,
and also announced that it has received an alternative acquisition
proposal from a third party to acquire all of the outstanding
common shares of the Company (the "Alternative Proposal").
During the "go-shop" period, representatives of Peter J. Solomon
Company L.P. ("PJSC"), financial advisor to the Company's Board of
Directors (the "Board"), contacted a total of 31 potential
acquirers, comprised of 10 strategic parties and 21 financial
parties that R. G. Barry and PJSC believed might be interested in a
possible alternative transaction to the merger with an affiliate of
Mill Road Capital. As a result of these efforts, R. G. Barry
received the Alternative Proposal.
After consulting with its financial and legal advisors, the
Board has determined, pursuant to Section 5.2 of the Merger
Agreement, that the Alternative Proposal could reasonably be
expected to result in a "Superior Proposal" (as defined in the
Merger Agreement), and also has determined that the third party
that submitted the Alternative Proposal is an "Excluded Party" (as
defined in the Merger Agreement). By determining that the
third party who submitted the Alternative Proposal is an Excluded
Party, the Company is permitted, subject to compliance with the
provisions of the Merger Agreement, to continue to furnish
information to, and engage in further discussions and negotiations
with, such party. The Merger Agreement sets forth
requirements and limitations with respect to the Board's process in
addressing the Alternative Proposal.
The Board has not determined that the Alternative Proposal
constitutes a Superior Proposal under the Merger Agreement.
The Alternative Proposal is subject to several conditions,
including completion of due diligence and the negotiation of
mutually acceptable definitive agreements. Accordingly, there
can be no assurance that the Alternative Proposal will ultimately
result in a Superior Proposal (or the timing thereof) because
discussions and negotiations with the Excluded Party could
terminate at any time.
The Board has not changed its recommendation that the Company's
shareholders vote to adopt the Merger Agreement with Mill Road
Capital.
PJSC is serving as financial advisor and Vorys, Sater, Seymour
and Pease LLP is serving as legal advisor to the Board in
connection with the pending merger and the Alternative
Proposal.
About R. G. Barry
R. G. Barry creates and markets great accessories brands and
fashionable, solution-oriented products that make life better. Our
primary brands include: Dearfoams slippers dearfoams.com;
baggallini handbags, totes and travel accessories baggallini.com;
and Foot Petals premium insoles and comfort products
footpetals.com. To learn more, visit us at rgbarry.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger of the Company with an affiliate of
Mill Road Capital. In connection with the proposed merger,
the Company intends to file a preliminary and definitive proxy
statement and other relevant materials with the Securities and
Exchange Commission ("SEC"). The definitive proxy statement
will be sent or given to the shareholders of the Company and will
contain important information about the Company, the proposed
merger and related matters. SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A
DECISION ABOUT THE MERGER. The proxy statement and other relevant
materials (when they become available), and any other documents
filed by R. G. Barry with the SEC, may be obtained, without charge,
from the SEC's website (www.sec.gov) or, without charge, from R. G.
Barry by mail or online from the R. G. Barry website at the
Investor Relations section of www.rgbarry.com.
Participants in the Solicitation
R. G. Barry and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from R. G.
Barry shareholders with respect to the proposed merger.
Information regarding any interests that the executive officers and
directors of R. G. Barry may have in the transaction will be set
forth in the preliminary and definitive proxy statements described
above to be filed with the SEC.
Cautionary Statement Concerning Forward Looking Safe Harbor
Statements
Statements in this press release that are not descriptions of
historical facts may be "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. In some cases, these forward-looking statements
may be identified by the use of words such as "may", "will",
"expect", "plan", "anticipate", "believe", or "project", or the
negative of those words or other comparable words. Any
forward-looking statements included in this communication are made
as of the date hereof only, based on information available to R. G.
Barry as of the date hereof, and subject to applicable law to the
contrary. R. G. Barry undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Such
forward-looking statements are subject to a number of risks,
assumptions and uncertainties that could cause R. G. Barry's actual
results to differ materially from those suggested by the projected
information in such forward-looking statements. Such
risks and uncertainties include, among others: any
conditions imposed on the parties in connection with the
consummation of the merger transactions described herein; adoption
of the merger agreement by R. G. Barry's shareholders (or the
failure to obtain such adoption); the ability to obtain regulatory
approvals of the merger and the other transactions contemplated by
the merger agreement on the proposed terms and schedule; R. G.
Barry's ability to maintain relationships with customers, employees
or suppliers following the announcement of the merger agreement and
the transactions contemplated thereby; the ability of third parties
to fulfill their obligations relating to the proposed transactions,
including providing financing under current financial market
conditions; the ability of the parties to satisfy the conditions to
closing of the proposed transactions; the risk that the merger and
the other transactions contemplated by the merger agreement may not
be completed in the time frame expected by the parties or at all;
the continued availability or viability of the Alternative
Proposal; general industry and economic conditions; and the risks
that are described from time to time in R. G. Barry's reports filed
with the Securities and Exchange Commission, including the Annual
Report on Form 10-K for the fiscal year ended June 29, 2013, filed with the Securities and
Exchange Commission on September 11,
2013, in other of R. G. Barry's filings with the Securities
and Exchange Commission from time to time, including Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Readers
are cautioned not to place undue reliance on the forward-looking
statements. The Company has no obligation to update the
forward-looking statements.
SOURCE R.G. Barry Corporation