Endeavor Acquisition Corp. and American Apparel, Inc. Confirm Special Meeting of Endeavor Stockholders on December 12, 2007
11 Dezember 2007 - 1:00PM
Business Wire
Endeavor Acquisition Corp. and American Apparel, Inc. confirm that
the special meeting of the stockholders of Endeavor to vote on the
proposed acquisition of American Apparel, Inc. and affiliated
companies will be held at 10:00 a.m. on Wednesday, December 12,
2007. If the transaction is approved by Endeavor's stockholders,
Endeavor and American Apparel plan to complete the acquisition and
related transactions promptly following the meeting. In connection
with the closing of the acquisition, Endeavor will issue
approximately 37.3 million shares to one of American Apparel�s
stockholders, Dov Charney, and pay cash of approximately $67.9
million to the other stockholder. Approximately 8 million Endeavor
shares issued in the transaction will be placed in escrow as a fund
for any indemnification rights Endeavor may have in connection with
the transaction. $2.5 million aggregate amount of cash bonuses also
will be paid to certain current American Apparel employees.
American Apparel also will repay certain insider loans as described
in the definitive proxy statement, dated November 28, 2007.
Immediately prior to closing, American Apparel will distribute an
aggregate of approximately $15.8 million to American Apparel,
Inc.�s existing stockholders in connection with their personal
income tax responsibilities for 2006 and for 2007 through the date
of closing. In the notes to the pro forma financial information
contained in the definitive proxy statement, the company stated
that, as of September 30, 2007, the amount owed for such
distribution was $3.917 million. When this amount was recalculated
under the applicable terms of the acquisition agreement, it was
determined to be $13.5 million as of September 30, 2007, which
amount is included in the aforementioned $15.8 million aggregate
distribution. In addition, such $15.8 million aggregate
distribution includes amounts to be distributed with respect to
income earned after September 30, 2007. As previously noted in the
definitive proxy statement, from time to time American Apparel has
failed to meet certain provisions of its credit facility agreements
and term loan agreement. American Apparel is seeking the consent of
its lenders to the amended terms of the acquisition transaction
with Endeavor, as noted in the definitive proxy statement, and also
may be required to obtain a waiver for any technical defaults
resulting from American Apparel�s recent execution of an agreement
to purchase certain production assets in an immaterial transaction
and from any other action taken in connection with the closing of
the transaction. American Apparel has historically been able to
obtain necessary waivers and modifications and expects to receive
them for these events, however, it may not be able to obtain them
prior to the closing of the business combination. If American
Apparel is unable to receive any necessary waivers or consents,
additional fees could be assessed against American Apparel or the
payment of its outstanding debt could be accelerated, which could
adversely affect the ability of American Apparel to continue
operations. If this should occur, the substantial majority of
American Apparel�s long term indebtedness would be recharacterized
as short-term indebtedness to reflect the acceleration of such
debt. Disclaimer This communication is being made in respect of the
proposed acquisition of American Apparel and related companies.
Endeavor has filed a definitive proxy statement with the United
States Securities and Exchange Commission (the "SEC") relating to
the proposed action, a copy of which has been mailed to Endeavor's
stockholders. BEFORE MAKING ANY VOTING DECISION, ENDEAVOR'S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED BY ENDEAVOR WITH THE SEC REGARDING THE
ACQUISITION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Endeavor's
stockholders may obtain, without charge, a copy of the proxy
statement and other relevant documents filed with the SEC from the
SEC's website at www.sec.gov. Endeavor's stockholders may obtain,
without charge, a copy of the proxy statement and other relevant
documents filed with the SEC, including Endeavor�s final prospectus
for its initial public offering, by directing a request by mail or
telephone to Endeavor Acquisition Corp., 590 Madison Avenue, 21st
floor, New York, New York, 212-683-5350. About American Apparel
American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based in
downtown Los Angeles, California. As of October�31, 2007, American
Apparel employed over 6,000 people and operated 166 retail stores
in 13 countries, including the United States, Canada, Mexico,
England, Germany, France, Italy, the Netherlands, Sweden,
Switzerland, Israel, Japan and South Korea. American Apparel also
operates a leading wholesale business that supplies t-shirts and
other casual wear to distributors and screen printers. In addition
to its retail stores and wholesale operations, American Apparel
operates an online retail e-commerce website. About Endeavor
Acquisition Corp. Endeavor Acquisition Corp. (AMEX: EDA) (AMEX:
EDA-WT) (AMEX: EDA-U) is a specified purpose acquisition company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition or similar business combination with an
entity that has an operating business. Forward Looking Statements
This press release, and other statements that Endeavor or American
Apparel may make, including statements about the proposed
acquisition of American Apparel, contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act, with respect to Endeavor�s and American Apparel�s
future financial or business performance, strategies and
expectations. Forward-looking statements are typically identified
by words or phrases such as �trend,� �potential,� �opportunity,�
�believe,� �comfortable,� �expect,� �anticipate,� �current,�
�intention,� �estimate,� �position,� �assume,� �outlook,�
�continue,� �remain,� �maintain,� �sustain,� �seek,� �achieve,� and
similar expressions, or future or conditional verbs such as �will,�
�would,� �should,� �could,� �may� and similar expressions. Endeavor
cautions that forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time.
Forward-looking statements speak only as of the date they are made,
and Endeavor assumes no duty to and does not undertake to update
forward-looking statements. Actual results could differ materially
from those anticipated in forward-looking statements and future
results could differ materially from historical performance. In
addition to factors previously disclosed in Endeavor�s filings with
the SEC and those identified elsewhere in this press release, the
following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance, including factors arising after consummation of the
acquisition of American Apparel: (i) inability to continue to
increase same store sales, (ii) failure to open and operate
additional retail stores in desirable locations on a cost-efficient
basis (iii) inability to anticipate and respond to consumer fashion
trends and demand as they arise, (iv) increases in prices of the
raw materials used in the manufacture of apparel goods, (v) failure
to maintain satisfactory labor relations, (vi) inability to
creatively and effectively promote the American Apparel brand,
(vii) failure to hire and retain talented personnel and (viii)
inability to effectively manage and replace as needed credit lines
and other sources of financing.
Endeavor Acquisition (AMEX:EDA.U)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Endeavor Acquisition (AMEX:EDA.U)
Historical Stock Chart
Von Jun 2023 bis Jun 2024