Mossimo (NASDAQ:MOSS)
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From May 2019 to May 2024
Mossimo, Inc. (NASDAQ: MOSS) announced that on April 21,
2006 it signed a mutual confidentiality agreement with Cherokee, Inc.
to allow both parties access to non-public information in the interest
of evaluating Cherokee's unsolicited April 17, 2006 proposal to
acquire all the outstanding shares of Mossimo for $8.50 per share,
consisting of $6.00 per share in cash and $2.50 per share in Cherokee
stock. Cherokee's review has commenced. A Mossimo spokesman indicated
that Mossimo's board of directors decided that their fiduciary duties
to Mossimo's stockholders require Mossimo to allow Cherokee to conduct
due diligence, but the board cannot yet conclude that Cherokee's
acquisition proposal constitutes a superior proposal as compared to
the proposed merger of Mossimo with Iconix Brand Group, Inc. announced
on April 3, 2006. Under the confidentiality agreement, Mossimo's board
will obtain information from Cherokee to evaluate whether Cherokee's
proposal is superior.
The confidentiality agreement ensures that confidential
information to be exchanged by Mossimo and Cherokee will be used
solely for the purpose of evaluating a negotiated transaction between
Mossimo and Cherokee. It contains terms and provisions no less
favorable to Mossimo than those contained in Mossimo's mutual
confidentiality agreement with Iconix Brand Group referenced in the
merger agreement dated March 31, 2006 by and among Mossimo, Iconix
Brand Group, Moss Acquisition Corp. and Mossimo Giannulli. The
confidentiality agreement also provides that for two years, except in
attempting to negotiate a transaction with Mossimo, Cherokee will not
participate in any solicitation of proxies or any election contest
with respect to Mossimo, form or join any group with respect to any
voting securities of Mossimo, or otherwise act to seek or offer to
control or influence Mossimo's management, board of directors or
policies. However, Cherokee will not be bound by these restrictions if
a third party other than Iconix Brand Group engages in any such
actions.
Founded in 1987, Mossimo, Inc. is a designer, licensor and
distributor of men's, women's, boys' and girls' apparel, footwear and
other fashion accessories such as jewelry, watches, handbags, and
belts.