Mayors Jewelers (AMEX:MYR)
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From Jun 2019 to Jun 2024
Birks & Mayors Inc. ("Birks") (AMEX:BMJ) today announced
that the stockholders of Mayor's Jewelers, Inc. ("Mayors") (AMEX:MYR)
have approved the merger agreement between Henry Birks & Sons Inc. and
Mayors and that the merger of the two companies has been completed. As
a result, Mayors stock will cease trading on the American Stock
Exchange. In connection with the transaction, Henry Birks & Sons Inc.
has changed its name to Birks & Mayors Inc.
Dr. Lorenzo Rossi di Montelera, Chairman of the board of Birks
also announced that four former members of the Mayors board, Emily
Berlin, Elizabeth M. Eveillard, Massimo Ferragamo and Ann Spector
Lieff, have joined the Birks board. In addition, Dr. Rossi announced
that Alain Benedetti, FCA, Vice-Chair of the board of directors of The
Canadian Institute of Chartered Accountants and formerly Vice-Chairman
and Canadian-area Managing Partner of Ernst and Young LLP, has also
joined the Birks board. Mr. Benedetti will serve as Chair of Birks
Audit Committee. With the addition of the new board members, a
majority of the members of the Birks board are independent.
Tom Andruskevich, Chief Executive Officer of Birks commented: "We
are delighted to have completed the merger. We believe the transaction
will allow us to create greater potential for short and long-term
growth and shareholder value as we begin to fully integrate the two
companies."
Transaction Highlights
-- The name of the merged company is "Birks & Mayors Inc."
-- Birks will begin trading on Tuesday, November 15 on the
American Stock Exchange under the symbol BMJ.
-- Holders of Mayors common stock will receive 0.08695 Birks
Class A Voting Shares for each share of Mayors common stock.
Cash will be provided for fractional shares.
-- Birks has adopted new articles and bylaws that provide
protections for minority shareholders.
-- Birks stores in Canada will continue to operate under the name
Birks and the Mayors stores in Florida and Georgia will
continue to operate under the name Mayors.
Persons who were registered stockholders of Mayors will receive a
letter from SunTrust Bank, exchange agent in connection with the
merger, with instructions regarding how they can receive their Birks
Class A Voting Shares. Mayors stockholders that have questions
regarding the share exchange may contact SunTrust Bank by telephone at
(404) 588-7815.
About Birks & Mayors
Birks & Mayors is a leading North American luxury retailer,
designer, manufacturer and wholesaler of fine jewelry, timepieces,
sterling silverware and gifts. Birks & Mayors has 67 luxury jewelry
stores, 39 stores operating under the Birks brand across Canada, and
28 stores operating under the Mayors brand in Florida and Atlanta,
Georgia.
Cautionary Statement Concerning Forward-Looking Statements
Some of the statements contained in this press release, including
those relating to Birks strategies and other statements that are
predictive in nature, that depend upon or refer to future events or
conditions, or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates" or similar expressions,
are forward-looking statements. Forward-looking statements include,
without limitation, the information concerning possible or assumed
future results of operations of Birks. These statements are not
historical facts but instead represent only Birks expectations,
estimates and projections regarding future events. Many factors could
cause the actual results, performance or achievements of Birks to be
materially different from any future results, performance, or
achievements that may be expressed or implied by such forward-looking
statements, including, among others: (1) future results of operations,
liquidity and financial position; (2) fluctuation in the market price
of Birks Class A voting shares; (3) difficulties in integrating the
companies and in achieving anticipated cost savings; (4) difficulties
in implementing Birks business strategy, including with respect to the
merger; (5) current or future litigation or regulatory action,
including successful resolution of the SEC inquiry; (6) fluctuation in
interest rates, exchange rates and prices of commodities; (7) changes
in the competitive landscape; (8) Birks ability to effectively source
and manufacture merchandise for its stores; (9) interruption in the
supply chain; (10) relationships with Birks vendors; (11) protection
of intellectual property; (12) ability to properly manage inventory;
(13) ability to renew leases; (14) ability to withstand seasonal
fluctuations; (15) ability to effectively identify and remedy
deficiencies in Birks internal control over financial reporting; (16)
the impact of adverse economic conditions and future catastrophic
events; (17) Birks ability to attract and retain key personnel; and
(18) the success of Birks marketing initiatives. Should one or more of
these risks or uncertainties materialize, or should assumptions
underlying the forward-looking statements prove incorrect, actual
results may vary materially from those described herein as
anticipated, believed, estimated or expected. The forward-looking
statements contained in this press release are not guarantees of
future performance and involve risks and uncertainties that are
difficult to predict. The future results and stockholder values of
Birks may differ materially from those expressed in the
forward-looking statements contained in this press release due to,
among other factors, the matters set forth under "Risk Factors" set
forth in the proxy statement/prospectus contained in Birks
registration statement of Form F-4 filed with the Securities and
Exchange Commission (File No. 333-126936). Birks undertakes no
obligation to update or release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this
presentation or to reflect the occurrence of unanticipated events,
except as required by law.