Mossimo (NASDAQ:MOSS)
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Mossimo, Inc. (NASDAQ: MOSS) announced today that it will hold a special
meeting of stockholders of Mossimo, Inc. on October 31, 2006 at 9:00
a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard,
Santa Monica, California, 90401. At the special meeting, Mossimo’s
stockholders will be asked to consider and vote on a proposal to adopt
and approve the agreement and plan of merger dated as of March 31, 2006
among Iconix Brand Group, Inc., Moss Acquisition Corp., a wholly-owned
subsidiary of Iconix, Mossimo, Inc., and Mossimo Giannulli, the founder,
Chairman, Co-Chief Executive Officer and owner of approximately 64.2% of
the outstanding common stock of Mossimo.
As previously announced, if the Mossimo stockholders approve the merger
agreement, Mossimo will merge with and into Moss Acquisition Corp.,
which will be the surviving company, and will be wholly-owned by Iconix.
At the effective time of the merger, each outstanding share of Mossimo
will be converted into the right to receive initial merger consideration
consisting of (a) 0.2271139 shares of Iconix common stock, and (b) $4.25
in cash, subject to adjustment under certain conditions.
Mossimo stockholders will also receive a non-transferable contingent
share right entitling them to additional shares of Iconix common stock
after the first anniversary of the merger if Iconix common stock does
not close at or above $18.71 for at least twenty consecutive trading
days during the year following the merger.
Mr. Giannulli said: "We are very excited to be able to hold the special
meeting of Mossimo stockholders to approve Mossimo's sale to Iconix, and
we are eagerly looking forward to working closely with Iconix to create
a real international presence."
Mossimo, Inc. also announced that today it commenced mailing the proxy
statement/prospectus explaining the merger to its stockholders. Mossimo,
Inc. stockholders whose shares are held of record by a broker or other
third party should contact their broker or other third party to obtain
copies of the proxy statement/prospectus and to provide voting
instructions. Mossimo, Inc. stockholders may also obtain copies of the
proxy statement/prospectus at no charge from the Securities and Exchange
Commission's website at www.sec.gov, or
by contacting Mossimo’s Chief Financial
Officer, Vicken Festekjian, at telephone number (310) 460-0040.
Santa Monica-based Mossimo, Inc. (NASDAQ: MOSS) is a designer and
licensor of men's, women's boys' and girls' apparel, footwear and other
fashion products principally under the “Mossimo”
brand.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995. The statements that are not historical facts contained in this
press release are forward looking statements that involve a number of
known and unknown risks, uncertainties and other factors, all of which
are difficult or impossible to predict and many of which are beyond the
control of Mossimo, which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward looking
statements. Such factors include, but are not limited to, uncertainty
regarding the results of operations, continued market acceptance of
current products and the ability to successfully develop and market new
products particularly in light of rapidly changing fashion trends, or
difficulties relating to dependence on foreign manufacturers and
suppliers, uncertainties relating to customer plans and commitments, the
ability of licensees to successfully market and sell branded products,
competition, uncertainties relating to economic conditions, the ability
to hire and retain key personnel, the ability to obtain capital if
required, the risks of litigation and regulatory proceedings, the risks
of uncertainty of trademark protection, the uncertainty of marketing and
licensing acquired trademarks and other risks detailed in SEC filings.
The words "believe," "anticipate," "expect," "confident," "project,"
provide "guidance" and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward looking statements, which speak only as of the date the
statement was made.
Mossimo, Inc. (NASDAQ: MOSS) announced today that it will hold a
special meeting of stockholders of Mossimo, Inc. on October 31, 2006
at 9:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire
Boulevard, Santa Monica, California, 90401. At the special meeting,
Mossimo's stockholders will be asked to consider and vote on a
proposal to adopt and approve the agreement and plan of merger dated
as of March 31, 2006 among Iconix Brand Group, Inc., Moss Acquisition
Corp., a wholly-owned subsidiary of Iconix, Mossimo, Inc., and Mossimo
Giannulli, the founder, Chairman, Co-Chief Executive Officer and owner
of approximately 64.2% of the outstanding common stock of Mossimo.
As previously announced, if the Mossimo stockholders approve the
merger agreement, Mossimo will merge with and into Moss Acquisition
Corp., which will be the surviving company, and will be wholly-owned
by Iconix. At the effective time of the merger, each outstanding share
of Mossimo will be converted into the right to receive initial merger
consideration consisting of (a) 0.2271139 shares of Iconix common
stock, and (b) $4.25 in cash, subject to adjustment under certain
conditions.
Mossimo stockholders will also receive a non-transferable
contingent share right entitling them to additional shares of Iconix
common stock after the first anniversary of the merger if Iconix
common stock does not close at or above $18.71 for at least twenty
consecutive trading days during the year following the merger.
Mr. Giannulli said: "We are very excited to be able to hold the
special meeting of Mossimo stockholders to approve Mossimo's sale to
Iconix, and we are eagerly looking forward to working closely with
Iconix to create a real international presence."
Mossimo, Inc. also announced that today it commenced mailing the
proxy statement/prospectus explaining the merger to its stockholders.
Mossimo, Inc. stockholders whose shares are held of record by a broker
or other third party should contact their broker or other third
party to obtain copies of the proxy statement/prospectus and to
provide voting instructions. Mossimo, Inc. stockholders may also
obtain copies of the proxy statement/prospectus at no charge from the
Securities and Exchange Commission's website at www.sec.gov, or by
contacting Mossimo's Chief Financial Officer, Vicken Festekjian, at
telephone number (310) 460-0040.
Santa Monica-based Mossimo, Inc. (NASDAQ: MOSS) is a designer and
licensor of men's, women's boys' and girls' apparel, footwear
and other fashion products principally under the "Mossimo" brand.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995. The statements that are not historical facts
contained in this press release are forward looking statements that
involve a number of known and unknown risks, uncertainties and other
factors, all of which are difficult or impossible to predict and many
of which are beyond the control of Mossimo, which may cause the actual
results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied
by such forward looking statements. Such factors include, but are not
limited to, uncertainty regarding the results of operations, continued
market acceptance of current products and the ability to successfully
develop and market new products particularly in light of rapidly
changing fashion trends, or difficulties relating to dependence on
foreign manufacturers and suppliers, uncertainties relating to
customer plans and commitments, the ability of licensees to
successfully market and sell branded products, competition,
uncertainties relating to economic conditions, the ability to hire and
retain key personnel, the ability to obtain capital if required, the
risks of litigation and regulatory proceedings, the risks of
uncertainty of trademark protection, the uncertainty of marketing and
licensing acquired trademarks and other risks detailed in SEC filings.
The words "believe," "anticipate," "expect," "confident," "project,"
provide "guidance" and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward looking statements, which speak only as of the date the
statement was made.