Everlast (NASDAQ:EVST)
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Everlast Worldwide Inc. (Nasdaq: EVST) announced today that it signed an
amendment to its definitive agreement with Brands Holdings Limited which
increases the merger consideration to $33.00 per share in cash, a 42.5%
premium to its closing price on May 31, 2007, and a 24% premium to the
average closing price over the last month. The total value of the
all-cash transaction is over $182 million. Brands Holdings Limited is a
private company incorporated in England and Wales and is a subsidiary of
Sports Direct International plc, a publicly-traded company on the London
Stock Exchange.
The Board of Directors of Everlast Worldwide approved the amendment to
the agreement in a special meeting on June 29, 2007. The transaction is
subject to stockholder approval and other customary conditions and is
expected to be completed during the second half of 2007.
A special meeting of stockholders of Everlast Worldwide will be
announced soon to obtain stockholder approval of the transaction.
Piper Jaffray & Co. is serving as exclusive financial advisor to
Everlast Worldwide. Olshan Grundman Frome Rosenzweig & Wolosky LLP and
Freshfields Bruckhaus Deringer LLP acted as legal advisors to Everlast
Worldwide and Brands Holdings Limited, respectively.
About Everlast Worldwide Inc.
Everlast Worldwide Inc. is a leading designer, manufacturer and marketer
of boxing and fitness related sporting goods equipment under the
well-recognized Everlast brand name and a worldwide licensor of the
Everlast brand for apparel, footwear, sporting goods equipment and other
active lifestyle products and accessories. Since 1910, Everlast has been
the preeminent brand in the world of boxing and among the most
recognized brands in the overall sporting goods and apparel industries.
In order to capitalize on the rich heritage and authenticity of the
Everlast brand, the company has extended the Everlast brand outside of
the boxing ring into complementary product categories. Its strategy is
to continue to leverage the unique qualities represented by the Everlast
brand -- Strength, Dedication, Individuality and Authenticity -- to
become a leading global athletic brand and a necessary part of the lives
of consumers who train, compete and live an active lifestyle. URL: http://www.everlast.com
About Brands Holdings Limited
Brands Holdings Limited is a wholly-owned subsidiary of Sports Direct
which is the UK's leading sports retailer by revenue and operating
profit and the owner of several internationally recognized sports and
leisure brands. Sports Direct offers a wide range of
competitively-priced, branded sports and leisure apparel, replica kit,
footwear and sports equipment through its retail operations, and also
operates an international wholesale and licensing business through its
brands operations.
Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Although the Company believes the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements contained in this press
release will prove to be accurate.
In connection with the proposed transaction, the Company will file a
proxy statement with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by the Company at
the Securities and Exchange Commission’s web
site at www.sec.gov. The proxy
statement and such other documents may also be obtained for free from
the Company by directing such request to the Company, Attention: Angelo
V. Giusti, Secretary, Everlast Worldwide, Inc., 1350 Broadway, Suite
2300, New York, New York 10018, Telephone: (212) 239-0990.
The Company and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
proposed transaction. Information concerning the interests of Company’s
participants in the solicitation is set forth in the Company’s
proxy statements and Annual Reports on Form 10-K, previously filed with
the Securities and Exchange Commission, and in the proxy statement
relating to the transaction when it becomes available.