Mossimo (NASDAQ:MOSS)
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Mossimo, Inc. (NASDAQ: MOSS) and Mossimo Giannulli
(Giannulli) announced that they have reached an agreement for
Giannulli to acquire the outstanding publicly held minority shares of
Mossimo for $5.00 per share. The price represents a 50.6% premium over
the April 11, 2005 closing price of $3.32 and a 25% premium over
Giannulli's original proposal of $4.00 per share made on April 11,
2005. Mossimo, Inc.'s full Board of Directors, with a unanimous
recommendation of a Special Committee comprised of independent
directors, unanimously approved the transaction. The transaction will
be structured as a cash tender offer by Mossimo Acquisition Corp.
(MAC), a wholly-owned subsidiary of Mossimo Holding Corp. (MHC),
itself a corporation wholly-owned by Giannulli, to be commenced in
approximately two weeks, followed by a merger. Upon completion of the
transaction, which Giannulli expects will be completed by the end of
November, MAC will merge with and into Mossimo, Inc., so that Mossimo,
Inc. will become a wholly owned subsidiary of MHC.
"I am pleased to reach an agreement that provides a full and fair
price to Mossimo, Inc.'s stockholders. This transaction will allow
Mossimo, Inc.'s stockholders the opportunity to gain liquidity and
receive a substantial cash premium over the April 11 closing price,"
said Giannulli.
As the next step in the process, Giannulli and MAC expect to
commence a tender offer that will be subject to the condition that the
majority of the publicly held minority shares are validly tendered and
not withdrawn before the expiration of the tender offer, as well as
other customary conditions, including the receipt of financing
sufficient to complete the tender offer and the merger.
Piper Jaffray & Co. is serving as Giannulli's exclusive financial
advisor in this transaction. Houlihan Lokey Howard & Zukin is serving
as exclusive financial advisor to the Special Committee of Mossimo,
Inc.'s Board of Directors in this transaction. CIT Group/Commercial
Services, Inc. has committed, subject to certain conditions and
execution of definitive loan documents, to provide approximately $22
million to fund the transaction, pay related fees and expenses, and
provide Giannulli and MAC additional liquidity.
Founded in 1987, Mossimo, Inc. is a designer, licensor and
distributor of men's, women's, boy's and girl's apparel, footwear, and
other fashion accessories such as jewelry, watches, handbags, and
belts.
This press release is intended for informational purposes only and
is not an offer to buy, a solicitation of an offer to sell or a
recommendation to sell any shares of Mossimo, Inc. common stock. The
solicitation of offers to sell Mossimo, Inc. shares will only be made
pursuant to a tender offer statement on Schedule TO and an offer to
purchase and related materials. Mossimo, Inc. stockholders and other
interested parties are urged to read the tender offer statement on
Schedule TO, the offer to purchase and Mossimo, Inc.'s
solicitation/recommendation statement on Schedule 14D-9 and other
relevant documents filed with the SEC by Giannulli, MHC, MAC and
Mossimo, Inc. when they become available because they will contain
important information. Mossimo, Inc. stockholders will be able to
obtain such documents free of charge at the SEC's web site:
www.sec.gov or by directing a request to Mossimo, Inc. at 2014
Broadway, Santa Monica, CA 90404, Attention: Chief Financial Officer.
CAUTIONARY STATEMENT: Statements in this release represent the
current intentions, plans, expectations and beliefs of Giannulli and
Mossimo, Inc. and involve risks and uncertainties that could cause
actual events to differ materially from the events described in this
release, including risks or uncertainties related to whether the
conditions to the tender offer will be satisfied, and if not, whether
the tender offer and merger will be completed, as well as changes in
general economic conditions, stock market trading conditions, tax law
requirements or government regulation, and changes in the apparel
industry or the business or prospects of Mossimo, Inc. Giannulli and
Mossimo, Inc. wish to caution the reader that these factors, as well
as other factors described or to be described in Giannulli's or
Mossimo, Inc.'s SEC filings with respect to the transaction, are among
the factors that could cause actual events or results to differ
materially from Giannulli's or Mossimo, Inc.'s current expectations
described herein.