Cherokee Inc. Proposes to Acquire Mossimo, Inc. for $8.50 per share.VAN NUYS, Calif. -- Cherokee Cherokee, Native American language Cherokee, language belonging to the Iroquoian branch of the Hokan-Siouan linguistic family. See Native American languages. Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CHKE): --Financially superior proposal for Mossimo Mossimo is a mid-range American apparel company, founded in 1986. Mossimo specializes in youth, teenage, and adult male clothing. It draws from street, urban and sport styles. shareholders --Provides $6.00 in cash and $2.50 in Cherokee stock --Combined entity expected to report significantly higher cash flow and earnings --Creates short and long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. value for Mossimo and Cherokee shareholders Cherokee Inc. (NASDAQ:CHKE), a leading licensor and global brand management company, announced today that it has proposed to acquire all the outstanding shares of Mossimo, Inc. (NASDAQ:MOSS Moss, city, Norway Moss (môs), city (1995 pop. 25,253), capital of Østfold co., SE Norway, a port on the Oslofjord. It is a commercial, industrial, and tourist center, with shipyards, sawmills, textile factories, metalworks, and ) for $8.50 per common share consisting of $6.00 per share in cash and $2.50 per share in stock. The proposal represents an 8.8% premium to Mossimo's closing share price of $7.81 on April 17, 2006, and a 13.3% premium to the Iconix Brand Group Iconix Brand Group is a brand management company that licenses brands to retailers and manufacturers primarily in the apparel, footwear, and apparel accessory industries. Its brands are available in such stores as Kohl's, Kmart, Sears, Macy's, Mervyn's and JC Penney. Proposal. The proposal values Mossimo at approximately $135 million, and is superior to the previous Iconix ICONIX is an Agile software development process which predates both the Rational Unified Process (RUP) and Extreme Programming (XP), but shares some similarities. Like RUP the ICONIX process is use case driven but is more lightweight like XP. proposal. Cherokee believes the transaction provides fair value to Mossimo's shareholders and would be immediately accretive to Cherokee's earnings per share. The proposal has been unanimously approved by the Board of Directors of Cherokee and communicated to Mossimo Giannulli, Mossimo's Chairman of the Board and Co-Chief Executive Officer, and Edwin Lewis Edwin Lewis (1881 – 1959) was an American Methodist theologian primarily associated with Drew University in New Jersey. Born in Great Britain, Lewis traveled to Canada as a missionary before continuing his education in the United States. , Vice Chairman and Co-Chief Executive Officer. The text of the proposal letter delivered to Mossimo is included at the end of this press release. "We believe Cherokee's proposal for Mossimo is superior to Iconix's and provides significant value to Mossimo's shareholders," said Russell Russell, English noble family. It first appeared prominently in the reign of Henry VIII when John Russell, 1st earl of Bedford, 1486?–1555, rose to military and diplomatic importance. J. Riopelle, Chief Financial Officer of Cherokee Inc. "Our strong balance sheet will allow us to quickly raise all of the debt we need for that portion of the purchase price at a low cost and on favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. terms, based on our current discussions with lenders. Unlike Iconix, we have a history of returning our excess profits to shareholders in the form of dividends, and we expect to be able to continue to pay dividends to our shareholders after closing this transaction, although the amount of dividends will be subject to the debt covenants, our financial performance, market conditions and the approval of our board of directors. But our shareholders have indicated to us that they want us to continue to return our excess cash to them in the form of dividends, and we intend to continue to do so. We are particularly excited that this strategic combination will create substantial future value for Cherokee and Mossimo shareholders as we further grow the Mossimo brand domestically and expand its presence internationally." The acquisition is conditioned upon customary governmental and regulatory approvals, and other standard closing conditions. Advisors Advisors to Cherokee on the proposed acquisition include Morrison & Foerster LLP LLP - Lower Layer Protocol , legal counsel and Financo, Inc., financial advisor. About Cherokee Inc. Cherokee Inc., based in Van Nuys, CA, is a marketer, licensor and manager of a variety of brands it owns (Cherokee, Sideout, Carole Little and others) and represents. Currently, Cherokee has licensing agreements in a number of categories, including family apparel, fashion accessories Fashion accessories are items apart from the garment itself, which complement the whole outfit. Fashion accessories include jewelry, gloves, handbags, hats, or scarves. and footwear Footwear consists of garments worn on the feet. It is worn for a variety of reasons, including protection against the environment, hygiene and adornment. Usually, socks and other hosiery are worn between the feet and the footwear, except for sandals and flip flops (thongs). , as well as home furnishings furnishings the extra type or quantity of hair on the head, tail, ears or legs, specified for a particular breed. For example, the feathers in setters, the beard in Bearded collies, the eyebrows in Schnauzers. and recreational products. Premier clients for the Cherokee brand around the world include Target Stores (U.S.), Tesco (U.K., Ireland and certain other European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. and Asian Countries Noun 1. Asian country - any one of the nations occupying the Asian continent Asian nation country, land, state - the territory occupied by a nation; "he returned to the land of his birth"; "he visited several European countries" ), Zellers (Canada), Pic'n Pay (South Africa South Africa, Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa. ) and Grupo Aviara (Mexico). Premier clients for Cherokee's Sideout brand include Mervyn's (U.S.) and Shanghai Shanghai (shăng`hī`, shäng`hī`), city (1994 est. pop. 12,980,000), in, but independent of, Jiangsu prov., E China, on the Huangpu (Whangpoo) River where it flows into the Chang (Yangtze) estuary. Bolderway (China), and for Cherokee's Carole Little brands include TJX Companies The TJX Companies, Incorporated (NYSE: TJX), is the largest international apparel and home fashions off-price department store chain, based in Framingham, Massachusetts, in the United States. (U.S., Canada and Europe). Other key clients of Cherokee include Hearst Publications and Solera A solera is a series of barrels or other containers used for aging liquids such as Sherry, Madeira, Marsala, Mavrodafni (a dark-red fortified dessert wine from Greece), Muscat, Muscadelle, Balsamic and Sherry Vinegars. Capital (U.S.). Statements included within this news release that are not historical in nature constitute forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. for the purposes of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provided by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements in this press release include statements regarding expected cash flow and earnings, accretion The act of adding portions of soil to the soil already in possession of the owner by gradual deposition through the operation of natural causes. The growth of the value of a particular item given to a person as a specific bequest under the provisions of a will between the to earnings per share and other phrases involving words as "anticipates", "believes", "expects", "may", "should" and similar expressions.. Forward-looking statements involve known and unknown risk and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties, include, but are not limited to, the effect of national and regional economic conditions, the financial condition of the apparel industry and the retail industry, the overall level of consumer spending Consumer demand or consumption is also known as personal consumption expenditure. It is the largest part of aggregate demand or effective demand at the macroeconomic level. , the effect of intense competition in the industry in which the Company operates, adverse changes in licensee licensee n. a person given a license by government or under private agreement. (See: license, licensor) LICENSEE. One to whom a license has been given. 1 M. Q. & S. 699 n. or consumer acceptance of products bearing the Company's brands as a result of fashion trends or otherwise, the ability and/or commitment of the Company's licensees to design, manufacture and market Cherokee and Sideout branded products, the Company's dependence on a single licensee for most of the Company's revenues, the Company's dependence on its key management personnel, and adverse determinations of claims, liabilities or litigations and the effect of a breach or termination by the Company of the management agreement with the Company's CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . A further list and description of these risk, uncertainties and other matters can be found in the Company's Annual Report on Forms 10-K for Fiscal Year 2006, and in its periodic reports on Forms 10-Q and 8-K (if any). Risks and uncertainties relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the proposed transaction include: that required regulatory or shareholder approvals will not be obtained in a timely manner, if at all; that the anticipated benefits and synergies of the transaction will not be realized; that the integration of Mossimo's operations with Cherokee will be materially delayed or will be more costly or difficult than expected; and that the proposed transaction will not be consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. . Undue reliance should not be placed on the forward-looking statements contained herein because some or all of them may turn out to be wrong. The Company disclaims any intent or obligation to update any of the forward-looking statements contained herein to reflect future events and developments. About Mossimo, Inc. 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 jewelry, personal adornments worn for ornament or utility, to show rank or wealth, or to follow superstitious custom or fashion. The most universal forms of jewelry are the necklace, bracelet, ring, pin, and earring. , watches, handbags, and belts primarily to Target Corporation in the U.S. The Mossimo brand is also licensed to other retailers in Mexico, parts of South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. , Australia and New Zealand New Zealand (zē`lənd), island country (2005 est. pop. 4,035,000), 104,454 sq mi (270,534 sq km), in the S Pacific Ocean, over 1,000 mi (1,600 km) SE of Australia. The capital is Wellington; the largest city and leading port is Auckland. . Additional Information Cherokee intends to file a Registration Statement on Form S-4 and may file other documents with the SEC in connection with the proposed acquisition of Mossimo. Mossimo shareholders should read those filings, and any other filings made by Cherokee with the SEC in connection with the proposed acquisition, as they will contain important information. These SEC filings, as well as Cherokee's other public SEC filings, can be obtained without charge at the SEC's website at www.sec.gov, and at Cherokee's website at www.thecherokeegroup.com. Text of Proposal Letter:
April 17, 2006
Board of Directors
Mossimo, Inc.
2016 Broadway
Santa Monica, CA 90404
Attn: Mossimo Giannulli, Chairman of the Board and Co-Chief
Executive Officer
Edwin Lewis, Vice Chairman of the Board and Co-Chief Executive
Officer
Dear Gentlemen:
As Chairman and CEO of Cherokee Inc. ("Cherokee"), our company is
pleased to submit this proposal to acquire 100% of the capital stock
of Mossimo, Inc. ("Mossimo") and combine the businesses of our two
companies, subject to the terms and conditions discussed below. Our
proposal presents a unique opportunity to merge two leading globally
licensed brands, Cherokee and Mossimo, and create a premier worldwide
licensor of brand names and trademarks. The combination would create a
diverse portfolio of prominent brands, provide significant growth
opportunities, combine experienced and proven employees and offer
operational synergies. We believe our proposal is superior, both
financially and strategically, to the offer put forth by Iconix Brand
Group under the Agreement and Plan of Merger, dated as of March 31,
2006 (the "Iconix Agreement").
We propose to acquire all the shares of Mossimo for a combination
of cash and stock at a price of $8.50 per Mossimo share. Under our
proposal, each Mossimo share will be exchanged for $6.00 in cash and a
fixed number of shares of Cherokee common stock having a value of
$2.50 (based on the lower of the closing price of Cherokee's common
stock on the date that a definitive merger agreement between Cherokee
and Mossimo is signed or $40.00 per share). If the Mossimo board deems
such a structure desirable, Cherokee is amenable to entering into an
agreement designed to provide the benefits of a tax free
reorganization to Mossimo's shareholders utilizing a "double-dummy"
structure under which a new corporation would be formed and both
Cherokee and Mossimo would merge with subsidiaries of that new
corporation. Under the proposed transaction, Mossimo's shareholders
would become significant shareholders of Cherokee. We welcome the
creative abilities of the Mossimo team and believe together we could
enhance the combined companies' performance for the benefit of all of
our shareholders.
We believe our offer is superior to Iconix's offer. Our reasons
are outlined below:
-- Our proposal provides a financial premium of approximately
13.3% above Iconix's offer at closing, representing
approximately $16 million of incremental consideration.
-- Our proposal provides greater certainty in the form of
consideration by offering $6.00 of cash per share, which is
$1.75 per share greater than Iconix's offer of $4.25 and
represents approximately 71% of total consideration compared
to 57% for Iconix. By utilizing the "double-dummy" structure
above, the favorable tax consequences for Mossimo shareholders
will be maintained while increasing the cash percentage to
71%.
-- Our proposal, by using the lower of $40 per share or the
closing price of Cherokee on the date the definitive merger is
signed, allows Mossimo shareholders to begin benefiting from
any increase in the price of Cherokee stock while at the same
time guaranteeing them at least the $8.50 of value described
above.
-- We believe that the stock component of our proposal presents
your shareholders with both a more stable currency and the
opportunity for significant additional upside beyond the
benefits that we believe would result from the Iconix
proposal. Unlike Iconix, we have a debt-free balance sheet
with over $9 million in cash. Also, Cherokee currently has a
meaningful dividend policy, which we would intend to maintain.
Lastly, our brand platform has experienced consistent growth,
with almost 35% of our revenues coming from overseas.
We have received a highly confident letter from Capital Source to
provide 100% of the debt required to close the transaction.
Our proposal is subject to the completion of a standard due
diligence review of your company. We have already fully reviewed the
publicly available information with respect to Mossimo and believe
that we would be able to complete any remaining due diligence in a ten
day period following our receipt of the due diligence information
provided to Iconix. We would like to receive access to this
information as soon as possible and are prepared to immediately enter
into a confidentiality agreement with Mossimo on terms not less
favorable to Mossimo than the terms of the Confidentiality Agreement
entered into with Iconix. We are also prepared to give Mossimo's
representatives access to certain Cherokee non-public information for
purposes of your due diligence review of us.
We have reviewed the Iconix Agreement, and our intention would be
to enter into a definitive agreement with Mossimo that would have
substantially the same covenants, representations, warranties and
conditions as are contained in the Iconix Agreement. We believe that
such agreement could be entered into immediately following the
completion of our confirmatory due diligence.
Our proposal represents a "Superior Proposal" that clearly meets
the standards set forth in Section 4.10 of the Iconix Agreement. It
offers greater value to Mossimo shareholders and has equal certainty
of completion. We can comfortably fund the cash portion of the
consideration through a combination of cash on hand and permanent
financing and have sufficient authorized and unissued shares for the
acquisition. As a result, our transaction can be completed in a timely
manner with a goal of closing the acquisition in July 2006 and
involves no delay in comparison with the proposed merger with Iconix.
To ensure that all necessary antitrust approvals are obtained as
expeditiously as possible, Cherokee intends to file its
Hart-Scott-Rodino pre-merger notification no later than April 27,
2006, and any additional foreign filings that may be required will be
made promptly thereafter.
While our board of directors has unanimously approved the
submission of our proposal, any definitive transaction between
Cherokee and Mossimo would be subject to the final approval of our
board.
This letter is not intended to create nor constitute any legally
binding obligation, liability or commitment by us regarding the
proposed transaction, and, other than any confidentiality agreement we
may enter into with you, there will be no legally binding contract or
agreement between us regarding the proposed transaction unless and
until a definitive merger agreement is executed.
We, our financial advisor, Financo, Inc., and our legal advisor,
Morrison & Foerster LLP, are prepared to move forward immediately with
our proposal and are prepared to devote out full efforts and resources
to pursue this transaction on an expedited basis. We believe that our
offer presents a compelling opportunity for both our companies, and we
look forward to your response.
Respectfully yours,
Robert Margolis
Chairman & Chief Executive Officer
Cherokee Inc.
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