Mossimo Giannulli and Mossimo, Inc. Announce Execution of Agreement for Acquisition of Public Minority Stake in Mossimo, Inc.
22 September 2005 - 2:00PM
Business Wire
Mossimo, Inc. (NASDAQ: MOSS) and Mossimo Giannulli (Giannulli)
announced that they have reached an agreement for Giannulli to
acquire the outstanding publicly held minority shares of Mossimo
for $5.00 per share. The price represents a 50.6% premium over the
April 11, 2005 closing price of $3.32 and a 25% premium over
Giannulli's original proposal of $4.00 per share made on April 11,
2005. Mossimo, Inc.'s full Board of Directors, with a unanimous
recommendation of a Special Committee comprised of independent
directors, unanimously approved the transaction. The transaction
will be structured as a cash tender offer by Mossimo Acquisition
Corp. (MAC), a wholly-owned subsidiary of Mossimo Holding Corp.
(MHC), itself a corporation wholly-owned by Giannulli, to be
commenced in approximately two weeks, followed by a merger. Upon
completion of the transaction, which Giannulli expects will be
completed by the end of November, MAC will merge with and into
Mossimo, Inc., so that Mossimo, Inc. will become a wholly owned
subsidiary of MHC. "I am pleased to reach an agreement that
provides a full and fair price to Mossimo, Inc.'s stockholders.
This transaction will allow Mossimo, Inc.'s stockholders the
opportunity to gain liquidity and receive a substantial cash
premium over the April 11 closing price," said Giannulli. As the
next step in the process, Giannulli and MAC expect to commence a
tender offer that 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and not withdrawn before the expiration of the tender offer, as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.
Piper Jaffray & Co. is serving as Giannulli's exclusive
financial advisor in this transaction. Houlihan Lokey Howard &
Zukin is serving as exclusive financial advisor to the Special
Committee of Mossimo, Inc.'s Board of Directors in this
transaction. CIT Group/Commercial Services, Inc. has committed,
subject to certain conditions and execution of definitive loan
documents, to provide approximately $22 million to fund the
transaction, pay related fees and expenses, and provide Giannulli
and MAC additional liquidity. 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.
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