Restoration Hardware Announces End of 'Go-Shop' Period With No Parties Designated as Excluded Parties
29 Febrero 2008 - 1:32PM
PR Newswire (US)
CORTE MADERA, Calif., Feb. 29 /PRNewswire-FirstCall/ -- Restoration
Hardware, Inc. (NASDAQ:RSTO), announced today the expiration of the
"go-shop" period conducted by a committee of independent directors,
and that the independent committee has unanimously determined that
no party has qualified as an excluded party under the terms of the
Agreement and Plan of Merger with certain affiliates of Catterton
Partners. During the "go-shop" period, Restoration Hardware was
permitted to initiate, solicit and encourage alternative proposals
until February 28, 2008. Despite numerous efforts to engage with
Sears Holdings during the go shop process, Sears Holdings did not
submit a proposal until the final day. After several discussions
with representatives of Sears Holdings concerning the terms of the
proposal, the independent committee determined that the current
Sears Holdings proposal was not reasonably likely to result in a
superior proposal under the terms of the Agreement and Plan of
Merger because, among other considerations, the proposal was
subject to significant uncertainties compared to the Agreement and
Plan of Merger. With the expiration of the "go-shop" period,
Restoration Hardware is continuing to work with Catterton Partners
to complete the merger in a timely manner, subject to satisfaction
of the conditions set forth in the Agreement and Plan of Merger.
About Restoration Hardware Restoration Hardware, Inc. is a
specialty retailer of high quality home furnishings, bath fixtures
and bathware, functional and decorative hardware, gifts and related
merchandise that reflects the Company's classic and authentic
American point of view. Restoration Hardware, Inc. sells its
merchandise offering through its retail stores, catalog
(800-762-1005) and on-line at http://www.restorationhardware.com/.
The Company currently operates 102 retail stores and nine outlet
stores in 30 states, the District of Columbia and Canada. Safe
Harbor Statement under the Private Securities Litigation Reform Act
of 1995: This release contains forward-looking statements that
involve known and unknown risks. Such forward-looking statements
include, without limitation, statements concerning the timing of
the closing of the merger and statements containing words such as
"likely" or "expects" and words of similar import or statements of
management's opinion. There are a number of risks and uncertainties
that could cause actual results to differ materially from these
forward-looking statements, including the following: (1) the
Company may be unable to obtain stockholder approval required for
the merger agreement; (2) the Company may be unable to obtain
regulatory approvals required for the transactions contemplated by
the merger agreement; (3) conditions to the closing of the merger
agreement may not be satisfied; (4) the transaction may involve
unexpected costs, unexpected liabilities or unexpected delays; (5)
the Company may be adversely affected by the uncertainty relating
to the pending merger or the possibility of another transaction
involving the Company, including potential difficulties in employee
retention, disruption in current plans or operations and diversion
of management's attention from ongoing business operations; and (6)
the Company may be adversely affected by other economic, business,
and/or competitive factors. Additional factors that may affect the
future results of the Company are set forth in its filings with the
Securities and Exchange Commission, including its recent filings on
Forms 10-K, 10-Q and 8-K, including, but not limited to, those
described in the Company's Form 10-Q for the quarter ended November
3, 2007, in Part I, Item 2 thereof ("Management's Discussion and
Analysis of Financial Condition and Results of Operations"), in
Part I, Item 4 thereof ("Controls and Procedures"), and in Part II,
Item 1A thereof ("Risk Factors"). Unless required by law, the
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Additional Information and Where to
Find It In connection with the proposed merger, the Company filed a
preliminary proxy statement with the Securities and Exchange
Commission (the "SEC") on February 19, 2008. Investors and security
holders are strongly advised to read the definitive proxy statement
when it becomes available because it will contain important
information about the merger and the parties to the merger.
Investors and security holders may obtain a free copy of the
definitive proxy statement (when available) and other documents
filed by the Company at the SEC website at http://www.sec.gov/. The
definitive proxy statement and other documents also may be obtained
for free from the Company by directing such request to Chris
Newman, Chief Financial Officer and Secretary, telephone: (415)
945-4530, or on the company's website at
http://www.restorationhardware.com/. The Company and its directors,
executive officers and other members of its management and
employees may be deemed participants in the solicitation of proxies
from its stockholders in connection with the proposed merger.
Information concerning the interests of the Company's participants
in the solicitation, which may, in some cases, be different than
those of stockholders generally, is set forth in the Company's
proxy statements and Annual Reports on Form 10-K, previously filed
with the SEC, and will be set forth in the definitive proxy
statement relating to the merger when it becomes available. Each of
these documents may be obtained for free at the SEC website at
http://www.sec.gov/ or from the Company by directing such request
to Chris Newman, Chief Financial Officer and Secretary, telephone:
(415) 945-4530, or on the company's website at
http://www.restorationhardware.com/. Contacts Investors: The
Consumer Group Christine Greany (858) 523-1732 Media: Sitrick and
Company Michael Sitrick (310) 788-2850 Lance Ignon (415) 793-8851
DATASOURCE: Restoration Hardware, Inc. CONTACT: Investors,
Christine Greany of The Consumer Group, +1-858-523-1732, for
Restoration Hardware, Inc.; or Media, Michael Sitrick,
+1-310-788-2850, or Lance Ignon, +1-415-793-8851, both of Sitrick
and Company, for Restoration Hardware, Inc. Web site:
http://www.restorationhardware.com/
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