Guess?, Inc. (NYSE: GES) announced that it has signed a definitive agreement for a certain existing assumption? The shareholders (collectively, the “rolling shareholders”), including Maurice Marciano, Paul Martian of the authentic brands of what acquires 511). Guess? Intellectual property after which all common actions pending assumption? Isn't it owned by the shareholders of benefactially in a beneficial way that it will be acquired in a transaction of all in cash that the values guess? With approximately $ 1.4 billion, including debt. Are undulating shareholders possess 49% of all to guess? Intellectual property and current assumption? Management will continue to manage the business and have 100% of the operational company.
Guess?, Will it become deprived of an agreement of $ 1.4 billion with authentic group of brands, which will acquire 51 percent of Guess? IP Rolling shareholders, including Martians and CEO Carlos Alberini, will maintain 49 percent of the IP, while management retains 100 percent of the operations. Shareholders obtain $ 16.75/Effective of shares, a 73 percent premium. The agreement is expected to be closed in the FY26 Q4, subject to approvals.
According to the terms of the agreement, guess? Shareholders (which are not undulating shareholders) will receive $ 16.75 per cash action, which represents a premium of approximately 73% to guess the price of common closing shares not affected on March 14, 2025, the last day of negotiation before Guess Press Avalores announcing its receipt of a proposal for the acquisition not of union of a third party.
“Today's announcement is the result of a reflexive and independent review by the Special Committee of the Guess Board of Directors? Alex Yemenidjian, president of The Guess? Board of Directors and President of the Special Committee. “With the assistance of financial and legal advisors, the Special Committee evaluated a series of potential options and unanimously determined that the transaction with authentic and rolling shareholders is the best way to guess?, Providing assumptions? Shareholders with an immediate and true cash value with a convincing premium.”
“During our 44 -year history, has he established himself as a world leader in the fashion industry, and today marks another significant milestone on our trip,” he said Paul Marciano, guess? Co -founder and creative director. “Guess? Have you always worked to create a solid network of licenses, and join forces with authentic, the second largest degree in the world with a powerful lifestyle and an entertainment platform, will allow us Keep the time.
“Through this transaction, we hope to take advantage of the significant progress that we have achieved to strengthen our organization, improve brand awareness and raise customer participation,” he said Carlos Alberini, guess? Executive Director. “As a private company that benefits from the perspectives of a recognized licenses partner worldwide, I suppose there will be greater flexibility to navigate today's complex operational environment and execute a more specific strategy and long term, allowing us to serve us even better to customers throughout the world. I want to thank the special committee of their diligent work to determine the best opportunity for creation for our shareholders, as well as Express My Express My Express. Way ahead. “
“Guess? Is it a powerful brand that has defined style and culture for more than 40 years,” he said Jamie Salter, founder, president and CEO of Authentic. “We have tremendous respect for the Martians and their team, who have built an innovative and rich brand in heritage with an incredible global reach and an established ecosystem of partners. We are excited to build this legacy in association with them as subjects? Introduce their next chapter within our platform.”
Transaction details
The transaction is expected to close in the fourth quarter of fiscal year 2026 of Guess, subject to satisfaction or renunciation of the regulatory conditions and other usual conditions, including the approval of the holders of most of the common shares pending Guess and most of the votes cast by the non -affiliated shareholders of Guess.
The assumption? The Board of Directors, with Paul Marciano and Carlos Alberini unanimously, the transaction proposed by the unanimous recommendation of the special committee of independent and selfless directors who directed the review and negotiation of this transaction.
The undulating shareholders have agreed to transfer their common shares of shares and incentive capital? In relation to and vote their ordinary shares in favor of the proposed fusion and the other transactions contemplated by the merger agreement, with said vote obligation that ends if the merger agreement is ended validly, even in relation to a “superior proposal”.
The transaction is not subject to a financing condition. The transaction will be financed through a combination of reinvestment capital by undulating shareholders and cash commitments by Authentic. According to the terms of the contract, dated April 17, 2023, between Guess? and US Bank Trust Company, National Association, as a trustee, headlines of Guess of suppose? The 3.75% convertible senior notes expired 2028 (the “convertible notes”) will have certain rights to cause repurchase, redemption or conversion of their convertible notes in relation to the transaction.
Guess? He hopes to pay a quarterly cash dividend of $ 0.225 cents per share through the closure of the transaction.
At the end of the transaction, the ordinary shares of Guess? They will no longer be included in any public market.
Advisors
Solomon Partners is acting as a financial advisor to the Special Committee, and Willkie Far & Gallagher Llp and Young Conaway Stargatt & Taylor LLP are acting as a legal advisor to the Special Committee.
O'Melveny & Myers LLP and Morris, Nichols, Arsht & Tunnell LLP are acting as a legal advisor to guess? And Joele Frank serves as a strategic communications advisor.
Sage Group, LLC is acting as a financial advisor and Jones Day and Ropes & Gray LLP act as a legal advisor for rolling shareholders.
JP Morgan Securities LLC is acting as a financial advisor and Latham & Watkins LLP is acting as an authentic legal advisor.
Note: The holder, the ideas and the image of this press release may have been refined by Fiber2Fashion staff; The rest of the content remains unchanged.
Fiber2Fashion News Desk (HU)
