NEW YORK, NY, Feb 03, 2012 (MARKETWIRE via COMTEX) –
Swank, Inc. (pinksheets:SNKI), a leading designer and marketer of
men’s and women’s belts and men’s leather accessories, jewelry and
suspenders, and Randa Accessories Leather Goods LLC, a leading
manufacturer, distributor and marketer of lifestyle accessories,
jointly announced that they have entered into a definitive merger
agreement pursuant to which Randa will acquire Swank for $10.00 a
share, or total consideration of approximately $57.5 million.
The merger consideration represents a 111% percent premium over the
closing bid price of Swank’s common stock as quoted on the website of
OTC Markets Group on February 2, 2012.
John Tulin, Chairman of the Board and Chief Executive Officer of
Swank, said, “I am pleased to announce this agreement, as it will
deliver to our stockholders significant value and the certainty of a
substantial cash premium for their shares. Today’s announcement is
the result of a lengthy process in which Swank’s Board of Directors,
working with senior management and with our financial and legal
advisors, have thoroughly reviewed and considered Randa’s interest in
Swank. Our Board of Directors has unanimously approved this
transaction and believes it is in the best interests of our
stockholders, customers and employees.”
Jeffrey Spiegel, Chief Executive Officer of Randa, added, “We are
very pleased that Swank, a leader in the men’s and women’s
accessories industry with a strong reputation for exceptional
quality, reliability and customer service, is joining our family. The
strategic benefits of this combination are clear and we are pleased
to be able to move forward on terms that are financially attractive
for Swank’s stockholders.”
The acquisition, which is subject to approval by Swank’s stockholders
as well as other customary closing conditions, is expected to close
in the second quarter of 2012. Randa intends to fund the acquisition
with a combination of existing cash and the proceeds of a committed
revolving credit facility from JPMorgan Chase Bank.
Under the terms of the merger agreement, Swank may solicit and
encourage alternative acquisition proposals from third parties for a
35-day “go-shop” period continuing through March 9, 2012. The merger
agreement provides Randa with a customary right to match a superior
proposal. Swank does not anticipate it will disclose any developments
with regard to this process unless Swank’s Board of Directors makes a
decision with respect to a potential superior proposal. There is no
guarantee that this process will result in a superior proposal.
For the protection and benefit of participants in the employee stock
ownership plan component of The New Swank, Inc. Retirement Plan,
Reliance Trust Company has been appointed to serve as independent
fiduciary and independent trustee of the employee stock ownership
plan component of the Retirement Plan. Stout Risius Ross, Inc. is
acting as the financial advisor to Reliance Trust Company and Bryan
Cave LLP is acting as Reliance Trust Company’s legal advisor.
Financo, Inc. is acting as financial advisor to Swank and has
provided a fairness opinion in connection with the transaction to the
Board of Directors of Swank. Troutman Sanders LLP is serving as
legal advisor to Swank in connection with this transaction. Peter J.
Solomon Company is Randa’s financial advisor and Olshan Grundman
Frome Rosenzweig & Wolosky LLP is serving as legal advisor to Randa
in connection with the transaction.
About Swank, Inc.
Swank is engaged in the importation, sale and distribution of men’s
and women’s belts and men’s leather accessories, suspenders, and
jewelry. Swank distributes its products to retail outlets throughout
the United States and in numerous foreign countries. These products
are distributed under the names “Kenneth Cole”, “Tommy Hilfiger”,
“Nautica”, “Geoffrey Beene”, “Guess?”, “Tumi”, “Buffalo David
Bitton”, “Chaps”, “Donald Trump”, “Pierre Cardin”, “US Polo
Association”, and “Swank”. Swank also distributes men’s jewelry and
leather items to retailers under private labels.
About Randa
Randa Accessories is the global leader in lifestyle accessories and
the world’s largest men’s accessories company. Collaborating with 75
leading brands, Randa designs, innovates, manufactures, and markets
men’s belts, wallets, neckwear, small leather goods, luggage,
backpacks, business cases, seasonal footwear, and gifts. From its
origins as a neckwear company over a century ago, Randa now provides
fashion, lifestyle, luxury, and private branded products through
retailers in all channels of distribution, worldwide. More
information is available at
www.randa.net .
This press release contains only a brief description of the proposed
transaction. It is not a request for or solicitation of a proxy or an
offer to acquire any shares of the common stock of Swank. In
connection with the proposed acquisition, Swank intends to file a
proxy statement on Schedule 14A and other relevant materials with the
Securities and Exchange Commission, or SEC. Stockholders of Swank are
urged to read Swank’s proxy statement and all other relevant
documents filed with the SEC when they become available, as they will
contain important information about the proposed transaction. A
definitive proxy statement will be sent to Swank’s stockholders
seeking their approval of the proposed transaction. Swank’s
stockholders will be able to obtain these documents (when available)
free of charge at the SEC’s web site,
http://www.sec.gov . In
addition, they may obtain free copies of these by contacting Swank’s
Secretary, Jerold R. Kassner, at 656 Joseph Warner Boulevard,
Taunton, Massachusetts 02780, telephone: (508) 977-4453. Swank’s
stockholders also may read and copy any reports, statements and other
information filed with the SEC at the SEC public reference room at
100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC’s website for further information on
its public reference room.
Swank, its directors and executive officers may be deemed to be
participants in the forthcoming solicitation of proxies from the
holders of Swank common stock in connection with the proposed
transaction. A list of the names and other information regarding the
directors and executive officers of Swank is available in Swank’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2010, filed with the SEC on March 31, 2011, Amendment No. 1 on Form
10-K/A, filed with the SEC on May 13, 2011, and Swank’s Definitive
Proxy Statement for its 2011 annual meeting of stockholders filed
with the SEC on July 15, 2011. Additional information regarding the
interests of such potential participants will be included in the
proxy statement and the other relevant documents filed with the SEC
when they become available.
Forward Looking Statements
Note: This press release may contain forward-looking statements that
are being made pursuant to the Private Securities Litigation Reform
Act of 1995, which provides a “safe harbor” for forward-looking
statements to encourage companies to provide prospective information
so long as those statements are accompanied by meaningful cautionary
statements identifying important factors that could cause actual
results to differ materially from those discussed in the statement.
Forward-looking statements are subject to a number of known and
unknown risks and uncertainties that could cause actual results,
performance or achievements to differ materially from those described
or implied in the forward-looking statements, including, but not
limited to, general economic and business conditions; competition in
the accessories markets, potential changes in customer spending;
acceptance of product offerings and designs; the variability of
consumer spending resulting from changes in domestic economic
activity; any significant variations between actual amounts and the
amounts estimated for those matters identified as critical accounting
estimates, as well as other significant accounting estimates made in
the preparation of financial statements; as well as geopolitical
concerns. Accordingly, actual results may differ materially from such
forward-looking statements. You are urged to consider all such
factors. Any forward-looking statements relating to the transaction
discussed above are based on our current expectations, assumptions,
estimates and projections and involve significant risks and
uncertainties, including the many variables that may impact or are
related to consummation of the transaction, SEC regulatory review of
our filings related to the transaction, the continuing determination
of Swank’s Board of Directors that the transaction is in the best
interests of all stockholders; and the results of the go-shop period
and whether any additional acquisition proposals or superior
proposals are made. Swank and Randa assume no obligation for updating
any such forward-looking statements to reflect actual results,
changes in assumptions or changes in other factors affecting such
forward-looking statements.
Contact for Swank, Inc.:
John Tulin
Chairman
212-867-2600
SOURCE: Swank, Inc.
Copyright 2012 Marketwire, Inc., All rights reserved.
Goods