Mossimo (NASDAQ:MOSS)
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From Jul 2019 to Jul 2024
Mossimo, Inc. (NASDAQ: MOSS) (the "Company") and Mossimo
Giannulli ("Giannulli") announced today that the Special Committee of
the Company's Board of Directors and Giannulli have agreed to amend
the Agreement and Plan of Merger (the "Merger Agreement") entered into
by the Company, Giannulli, Mossimo Acquisition Corp. (MAC), a
wholly-owned subsidiary of Mossimo Holding Corp. (MHC), itself a
corporation wholly-owned by Giannulli, and MHC, on September 21, 2005,
to extend the deadline for commencing the tender offer contemplated by
the Merger Agreement from October 31, 2005 to November 14, 2005, and
to extend the deadline for completion of the tender offer from January
31, 2006 to February 14, 2006.
The amendment to the Merger Agreement was made to give Giannulli
and MAC additional time to commence the tender offer. Commencement of
the tender offer was deferred by Giannulli and MAC to allow Giannulli
and the Special Committee to consider an unsolicited proposal received
from a third party indicating an interest in pursuing a business
combination with the Company which may have resulted in the Company's
stockholders, including Giannulli, receiving consideration
representing a premium to the cash consideration contemplated by the
existing Merger Agreement. However, after reviewing the third party
proposal, Giannulli concluded that it was unlikely to lead to a
transaction that he would be willing to accept and that he believed
the Special Committee would be prepared to endorse, due in part to
uncertainties regarding the economic and other terms of the proposal
and the availability of required third party consents.
Giannulli and MAC expect to commence the tender offer before
November 14, 2005, with the goal of completing the transaction before
the end of the year. The tender offer 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tendered and not withdrawn before the expiration of the tender offer,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.
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.