The Talbots, Inc. (NYSE: TLB) today announced that it is
extending its offer to exchange each outstanding warrant to acquire
shares of common stock of BPW Acquisition Corp. (“BPW”) (NYSE AMEX:
BPW) for shares of Talbots common stock or warrants to acquire
shares of Talbots common stock, subject to the election and
proration procedures described in the prospectus/offer to exchange,
filed with the Securities and Exchange Commission on March 17,
2010.
The exchange offer is being extended until 6:00 p.m., New York
City time, on Friday, April 2, 2010, unless further extended by
Talbots. Holders of BPW warrants must tender their BPW warrants
prior to the expiration date if they wish to participate in the
exchange offer. The exchange offer was previously scheduled to
expire at 6:00 p.m., New York City time, on April 1, 2010.
Approximately 30.8 million BPW warrants (including BPW warrants
subject to guarantees of delivery), or approximately 88.0% of BPW
warrants issued in its initial public offering, had been tendered
as of 6:00 p.m. on April 1, 2010. The minimum condition to
consummation of the exchange offer is the tender of 90% of BPW
warrants issued in its initial public offering.
The full terms of the exchange offer, a description of Talbots
common stock and Talbots warrants, the material differences between
Talbots common stock and BPW common stock, the material differences
between Talbots warrants and BPW warrants, and other information
relating to the exchange offer, Talbots and BPW, are set forth in
the prospectus/offer to exchange filed with the Securities and
Exchange Commission on March 17, 2010.
Talbots urges investors and security holders to read its
exchange offer materials, including the prospectus/offer to
exchange, Schedule TO and related materials, because they
contain important information about the exchange offer. Investors
and security holders may obtain the prospectus/offer to exchange
and related material through the information agent for the exchange
offer, Morrow & Co., LLC, 470 West Avenue, Stamford,
Connecticut 06902; telephone number: (203) 658-9400 or toll free
(800) 662-5200.
About The Talbots, Inc.
The Talbots, Inc. is a leading specialty retailer and direct
marketer of women’s apparel, shoes and accessories. At the end of
fourth quarter 2009, Talbots operated 580 Talbots brand stores in
46 states, the District of Columbia, and Canada. Talbots brand
on-line shopping site is located at www.talbots.com.
About BPW Acquisition Corp.
BPW Acquisition Corp. is a special purpose acquisition company
formed in 2008 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more operating
businesses.
Cautionary Statement and Certain Risk Factors to
Consider
In addition to the information set forth in this press release,
you should carefully consider the risk factors and risks and
uncertainties included in each of Talbots’ and BPW’s Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q, as well as in this
press release below.
This press release contains forward-looking information. These
statements may be identified by such forward-looking terminology as
“expect,” “achieve,” “plan,” “look,” “believe,” “anticipate,”
“outlook,” “will,” “would,” “should,” “potential,” or similar
statements or variations of such terms. All of the information
concerning Talbots’ or BPW’s outlook, future liquidity, future
financial performance and results, future credit facilities and
availability, future cash flows and cash needs, and other future
financial performance or financial position, as well as assumptions
underlying such information, constitute forward-looking
information. Forward looking statements are based on a series of
expectations, assumptions, estimates and projections about BPW
and/or Talbots, are not guarantees of future results or
performance, and involve substantial risks and uncertainty,
including assumptions and projections concerning liquidity,
internal plans, regular-price and markdown selling, operating cash
flows, and credit availability for all forward periods. Business
and forward-looking statements involve substantial known and
unknown risks and uncertainties, including the following risks and
uncertainties:
- Talbots’ and BPW’s ability to
satisfy the conditions to consummation of the contemplated
transactions;
- BPW’s and Talbots’ ability to
obtain the necessary participation of BPW warrant holders in the
exchange of BPW warrants for Talbots stock or warrants;
- Talbots’ ability to satisfy the
conditions to the $200 million credit commitment provided by
GE or, failing that, to obtain sufficient alternative financing on
a timely basis;
- the availability of proceeds of
the BPW trust account following any exercise by stockholders of
their conversion rights and the incurrence of transaction
expenses;
- the continuing material impact
of the deterioration in the U.S. economic environment over the past
two years on Talbots’ business, continuing operations, liquidity,
financing plans, and financial results, including substantial
negative impact on consumer discretionary spending and consumer
confidence, substantial loss of household wealth and savings, the
disruption and significant tightening in the U.S. credit and
lending markets, and potential long-term unemployment levels;
- Talbots’ level of indebtedness
and its ability to refinance or otherwise address its short-term
debt maturities, including all Aeon short-term indebtedness due
April 16, 2010, on the terms or in amounts needed to satisfy
maturities and to address its longer-term liquidity and cash needs,
as well as its working capital, strategic initiatives and other
cash requirements;
- any lack of sufficiency of
available cash flows and other internal cash resources to satisfy
all future operating needs and other Talbots cash
requirements;
- satisfaction of all borrowing
conditions under all Aeon credit facilities including no events of
default, accuracy of all representations and warranties, solvency
conditions, absence of material adverse effect or change, and all
other borrowing conditions;
- risk of any default under
Talbots’ Aeon credit facilities;
- Talbots’ ability to achieve its
2009 financial plan for operating results, working capital,
liquidity and cash flows;
- risks associated with Talbots’
appointment of and transition to a new exclusive global merchandise
buying agent and that the anticipated benefits and cost savings
from this arrangement may not be realized or may take longer to
realize than expected, and risk that upon any cessation of the
relationship for any reason Talbots would be able to successfully
transition to an internal or other external sourcing function;
- Talbots’ ability to continue to
purchase merchandise on open account purchase terms at existing or
future expected levels and with extended payment of accounts
payable and risk that suppliers could require earlier or immediate
payment or other security due to any payment concern or
timing;
- risks and uncertainties in
connection with any need to source merchandise from alternate
vendors;
- any disruption in Talbots’
supply of merchandise;
- Talbots’ ability to successfully
execute, fund, and achieve supply chain initiatives, anticipated
lower inventory levels, cost reductions, and other
initiatives;
- the risk that anticipated
benefits from the sale of the J. Jill brand business may not be
realized or may take longer to realize than expected and the risk
that estimated or anticipated costs, charges and liabilities to
settle and complete the transition and exit from and disposal of
the J. Jill brand business, including both retained obligations and
contingent risk for assigned obligations, may materially differ
from or be materially greater than anticipated;
- Talbots’ ability to accurately
estimate and forecast future regular-price and markdown selling,
operating cash flows and other future financial results and
financial position;
- the success and customer
acceptance of Talbots merchandise offerings;
- future store closings and
success of and necessary funding for closing underperforming
stores;
- risk of impairment of goodwill
and other intangible and long-lived assets; and
- the risk of continued compliance
with NYSE continued listing conditions.
All of the forward-looking statements are as of the date of this
press release only. In each case, actual results may differ
materially from such forward-looking information. Neither Talbots
nor BPW can give any assurance that such expectations or
forward-looking statements will prove to be correct. An occurrence
of or any material adverse change in one or more of the risk
factors or risks and uncertainties referred to in this press
release or included in Talbots’ and/or BPW’s periodic reports filed
with the Securities and Exchange Commission could materially and
adversely affect Talbots’ and/or BPW’s continuing operations and
Talbots’ and/or BPW’s future financial results, cash flows,
prospects, and liquidity. Except as required by law, neither
Talbots nor BPW undertakes or plans to update or revise any such
forward-looking statements to reflect actual results, changes in
plans, assumptions, estimates or projections, or other
circumstances affecting such forward-looking statements occurring
after the date of this press release, even if such results, changes
or circumstances make it clear that any forward-looking information
will not be realized. Any public statements or disclosures by
Talbots and BPW following this press release which modify or impact
any of the forward-looking statements contained in this press
release will be deemed to modify or supersede such statements in
this press release.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote, consent or approval. Talbots has filed with the SEC, and
the SEC has declared effective, a Registration Statement on Form
S-4 containing a Prospectus/Proxy Statement/Information Statement
regarding the proposed merger transaction between Talbots and BPW.
The final Prospectus/Proxy Statement/Information Statement
regarding the proposed merger transaction has been mailed to
stockholders of Talbots and BPW. Talbots has also filed with the
SEC, and the SEC has declared effective, a Registration Statement
on Form S-4 containing a Prospectus/Offer to Exchange and other
documents, as required, in connection with the warrant exchange
offer. The Prospectus/Offer to Exchange and related offer documents
have been mailed to warrantholders of BPW. Investors and
security holders are urged to read the Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to Exchange,
any amendments or supplements thereto and any other relevant
documents filed with the SEC when available carefully because they
contain important information. Investors and security holders
will be able to obtain free copies of the Registration Statements,
the final Prospectus/Proxy Statement/Information Statement, the
Prospectus/Offer to Exchange, any amendments or supplements thereto
and other documents filed with the SEC by Talbots and BPW through
the web site maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the
Registration Statements, the final Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to Exchange,
and any amendments or supplements thereto when they become
available from Talbots by requesting them in writing at Investor
Relations Department, One Talbots Drive, Hingham, MA 02043, or by
telephone at (781) 741-4500. The documents filed by BPW may
also be obtained by requesting them in writing to Doug McGovern at
BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153,
or by telephone at (212) 287-3200.
The offer by Talbots to exchange all warrants exercisable for
shares of BPW common stock for shares of Talbots common stock and
warrants exercisable for shares of Talbots common stock, subject to
the election and proration procedures set forth in the
Prospectus/Offer to Exchange, will only be made pursuant to such
Prospectus/Offer to Exchange, the letter of election and
transmittal and other offer documents initially filed with the SEC
on March 1, 2010, as amended or supplemented. The warrant
exchange offer is scheduled to expire at 6:00 p.m., New York City
time, on April 2, 2010, unless further extended. If the
offer is extended, Talbots will notify the exchange agent for the
offer and issue a press release announcing the extension on or
before 9:00 a.m. New York City time on the first business day
following the date the exchange offer was scheduled to expire.
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