PPR S.A. (FR 0000121485, PRTP.PA, PPFP) and Volcom, Inc.
(NASDAQ: VLCM) today jointly announced the successful completion of
PPR’s tender offer by its wholly owned subsidiary, Transfer
Holding, Inc., for all outstanding shares of common stock of Volcom
for $24.50 per share in cash. The subsequent offering period for
the tender offer expired at 5:30 p.m., New York City time, on
Wednesday, June 22, 2011.
Computershare Trust Company, N.A., the depositary for the offer,
advised that as of such time, a total of approximately 3,692,991
shares had been validly tendered into the subsequent offering
period, which, when combined with those shares purchased in the
initial offering period, represent approximately 87.4% of Volcom’s
issued and outstanding shares. All shares validly tendered have
been accepted for payment, and payment for such shares has been or
will promptly be made in accordance with the terms of the
offer.
PPR, through its wholly owned subsidiary, plans to exercise the
top-up option to purchase directly from Volcom an additional number
of shares sufficient (when combined with the shares purchased in
the tender offer) to obtain ownership of 90% of Volcom’s
outstanding shares.
PPR intends to complete its acquisition of the remaining shares
of Volcom as soon as practicable through a short-form merger of
Transfer Holding, Inc. with and into Volcom, with Volcom surviving
as an indirect wholly owned subsidiary of PPR. In the short-form
merger, any remaining Volcom shares (other than those held by PPR,
Volcom or a subsidiary of PPR or Volcom, and any shareholders who
validly exercise their appraisal rights in connection with the
merger) will be exchanged for $24.50 per share in cash. Following
the merger, shares of Volcom common stock will no longer be traded
on the Nasdaq Stock Market.
“PPR’s Sport & Lifestyle Group is well-positioned to develop
in the promising segment of action sport, thanks to Volcom’s
outstanding brand with strong identity and unique heritage,”
François-Henri Pinault, Chairman and CEO of PPR, said. “Together
with Volcom’s senior management and teams, we will set out to take
advantage of the synergies that will allow Volcom to reach a new
stage in its development while keeping true to its values and
customers. With Volcom, PPR is continuing its strategy of building
a global Apparel and Accessories Group via iconic brands in both
the Luxury Group and the Sport & Lifestyle Group.”
Richard Woolcott, CEO of Volcom, stated: “This marks an
important turning point in our Company’s history, and I am very
proud of what our team has accomplished thus far. With PPR, we now
have the opportunity to further develop Volcom on a global level
with the benefit of an entrepreneurial-minded, quality-driven and
socially conscious partner. I am very excited about Volcom’s future
and look forward to working with PPR in the years ahead.”
Advisors
Peter J. Solomon Company acted as financial advisor, and
Wachtell, Lipton, Rosen & Katz acted as legal advisor, to PPR.
Wells Fargo Securities, LLC acted as financial advisor, and Latham
& Watkins LLP acted as legal advisor, to Volcom.
About Volcom, Inc.
Volcom is an innovative designer, marketer and distributor of
premium quality young mens and womens clothing, accessories and
related products. The Volcom brand, symbolized by The Stone, is
athlete-driven, creative and forward thinking. Volcom has
consistently followed its motto of “youth against establishment,”
and the brand is inspired by the energy of youth culture. Volcom
and Electric branded products are sold throughout the United States
and internationally. Volcom’s news announcements and SEC filings
are available through the company’s website at www.volcom.com.
About PPR
PPR nurtures a group of high-growth global brands distributed in
more than 120 countries. Through its Consumer and Luxury brands,
PPR generated revenue of €14.6 billion in 2010, and had
approximately 60,000 employees at December 31, 2010. The PPR
share is listed on Euronext Paris (FR 0000121485, PRTP.PA, PPFP).
To explore the PPR brand universe, please visit
www.ppr.com: the Luxury group (Gucci, Bottega Veneta, Yves
Saint Laurent, Balenciaga, Boucheron, Sergio Rossi, Alexander
McQueen and Stella McCartney), Puma, Fnac and Redcats (La Redoute,
The Sportsman’s Guide, The Golf Warehouse …).
Notice to Investors
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer was
made pursuant to a tender offer statement on Schedule TO filed by
PPR with the SEC on May 11, 2011, as amended through the date of
this release. Volcom filed a solicitation/recommendation statement
on Schedule 14D-9 with respect to the tender offer on May 11, 2011,
as amended through the date of this release. Volcom stockholders
may obtain a free copy of these materials (and all other tender
offer documents filed with the SEC) on the SEC’s website:
www.sec.gov. The Schedule TO (including the offer to purchase and
related materials), and the Schedule 14D-9, including the
solicitation/recommendation statement, may also be obtained for
free by contacting MacKenzie Partners, Inc., the information agent
for the tender offer, at (800) 322-2885.
Forward Looking Statements
Certain statements either contained in or incorporated by
reference into this announcement and oral statements made from time
to time by representatives of the company are forward-looking
statements that involve risks and uncertainty. Future events
regarding the proposed transactions and Volcom’s actual results
could differ materially from the forward-looking statements. These
forward-looking statements include, but are not limited to,
statements regarding the combined companies’ plans following, and
the expected completion of, the proposed acquisition. These
forward-looking statements involve certain risks and uncertainties
that could cause actual results and the timing of events to differ
materially from those indicated in such forward-looking statements
and generally include statements that are predictive in nature and
depend upon or refer to future events or conditions. Risks and
uncertainties include the ability of Volcom to complete the
transactions contemplated by the merger agreement, including the
parties’ abilities to satisfy the conditions to the consummation of
the proposed acquisition; the possibility of any termination of the
merger agreement; the timing of the tender offer and the subsequent
merger; the possibility that various other conditions to the
subsequent merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the acquisition; the outcome of any legal
proceedings that may be instituted against one or both of PRR and
Volcom and others in connection with the definitive agreement and
transactions; risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the transaction; other uncertainties
pertaining to the business of Volcom; further softening of the
retail environment, sales of products by key retailers, changes in
fashion trends and consumer preferences, general economic
conditions, including the continuing global economic uncertainty,
the impact of sourcing costs; and additional factors detailed in
Volcom’s public filings with the SEC from time to time, including
Volcom’s most recent Annual Report on Form 10-K for the year ended
December 31, 2010, Quarterly Reports on Form 10-Q and its
subsequently filed SEC reports, each as filed with the SEC, and
additional factors described in PPR’s filings with the French AMF
(Autorité des marchés financiers), in each case, which contains and
identifies important factors that could cause actual results to
differ materially from those contained in the forward-looking
statements. Many of the factors that will determine the outcome of
the subject matter of this communication are beyond either PPR’s or
Volcom’s ability to control or predict. The reader is cautioned not
to unduly rely on these forward-looking statements. PPR and Volcom
expressly disclaim any intent or obligation to update or revise
publicly any forward-looking statements except as required by
law.
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