Mossimo, Inc. and Mossimo Giannulli Announce Amendment of Merger Agreement
31 Oktober 2005 - 2:45PM
Business Wire
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are validly tendered and not withdrawn before the expiration of the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.
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