Restoration Hardware Says if Sears Signs Same Confidentiality/Standstill Agreement as Others It Will Provide Confidential Inform
27 Noviembre 2007 - 7:30AM
PR Newswire (US)
CORTE MADERA, Calif., Nov. 27 /PRNewswire-FirstCall/ -- In response
to media and other inquiries concerning the Schedule 13D amendment
filed by Sears Holdings Corporation on Monday, November 26, 2007,
the Independent Committee of Restoration Hardware's Board of
Directors stated if Sears will agree to execute the customary
confidentiality and standstill agreement on substantially the same
terms that other parties have signed, it would be pleased to
provide Sears with the confidential information it requested.
"While Sears has announced its willingness to sign a
confidentiality agreement, there is no agreement on terms and, to
date, instead of agreeing to the standstill agreement to which
other interested parties have agreed, Sears has proposed to reserve
the right to launch a tender offer outside the process," the
Independent Committee said in a statement today. The Committee
stated that it is encouraged by Sears' current proposal at $6.75
per share based upon publicly available information, which is a
vast improvement over its prior proposal at $4.00 per share. At the
same time, the Committee stated that it believes that stockholder
value will be maximized if Sears participates inside the process
with other interested parties. "Sears is an American icon," said
Ray Hemmig, Chairman of the Independent Committee. "We are
flattered that it is interested in learning more about our company.
We welcome its participation in the process along with the other
interested parties. However, the Committee is firmly committed to a
fair process that will yield the best results for all stockholders
and believes that process is best served through all parties
agreeing to the proposed standstill terms without preferential
treatment of one party over another." On November 8, 2007,
Restoration Hardware announced a merger agreement with Catterton
Partners. In that announcement, the Company said that under the
terms of the agreement, the Independent Committee of the Company's
Board of Directors, consistent with its fiduciary duties, would be
soliciting competing proposals from third parties during a 35 day
period ending December 13, 2007. On November 19, 2007, Sears filed
a Schedule 13D with the SEC indicating that it had accumulated
shares equaling just under a 14% ownership position in the Company.
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 eight outlet
stores in 30 states, the District of Columbia and Canada.
Information about the Previously Announced Merger and Where to Find
It On November 8, 2007, Restoration Hardware announced that it had
entered into an agreement and plan of merger with Home Holdings,
LLC ("Parent"), and Home Merger Sub, Inc., a wholly owned
subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are
affiliates of Catterton Partners. In connection with the proposed
merger, Restoration Hardware will file a proxy statement with the
Securities and Exchange Commission (the "SEC"). Investors and
security holders are strongly advised to read the 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 proxy
statement (when available) and other documents filed by Restoration
Hardware at the SEC website at http://www.sec.gov/. The proxy
statement and other documents also may be obtained for free from
Restoration Hardware 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/.
Restoration Hardware 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 Restoration Hardware's participants in the
solicitation, which may, in some cases, be different than those of
stockholders generally, is set forth in Restoration Hardware's
proxy statements and Annual Reports on Form 10-K, previously filed
with the SEC, and will be set forth in the 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 Restoration Hardware 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/. 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 containing words such as "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 that
(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 business of the Company may suffer as a result of
uncertainty surrounding the transaction; 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 August 4, 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. Contacts: Sitrick And Company Michael
Sitrick Jason Booth (310) 788-2850 Lance Ignon (415) 793-8851
Restoration Hardware Chris Newman Chief Financial Officer
415-945-4530 DATASOURCE: Restoration Hardware, Inc. CONTACT:
Michael Sitrick or Jason Booth, +1-310-788-2850, or Lance Ignon,
+1-415-793-8851, all of Sitrick And Company, for Restoration
Hardware, Inc.; or Chris Newman, Chief Financial Officer of
Restoration Hardware, Inc., +1-415-945-4530 Web site:
http://www.restorationhardware.com/
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