Randa Accessories Pressing Offer For Supplier Perry Ellis

Randa Accessories, which specializes in men’s accessories, has appealed to Perry Ellis International’s (PPAI 255232) shareholders in its bid to acquire the Doral, Florida-headquartered supplier. Randa announced on July 2 that it had made a non-binding proposal to acquire 100 percent of the outstanding common shares of supplier Perry Ellis International, and highlighted to shareholders its offer’s benefits following pushback from the Perry Ellis board.

Randa’s offer followed the announcement of a merger agreement between Perry Ellis and a newly formed entity controlled by founder and director George Feldenkreis, and represents 50 cents per share more than that offered in the merger agreement. Randa has submitted an earlier non-binding $27.75 per share proposal—25 cents higher than that of the Feldenkreis agreement—during the special committee of the Perry Ellis Board’s strategic review process.

“Randa believes we are the right acquirer of Perry Ellis and that our compelling proposal provides shareholders with a superior alternative to the previously agreed insider transaction,” says Jeffrey Spiegel, CEO of Randa Accessories. “We are excited by the opportunity to grow our portfolio of brands through the addition of globally recognizable names, such as Perry Ellis and Original Penguin. With our long, successful history as a licensee for, among others, Levi's, Dickies, Tommy Hilfiger, Chaps, Columbia Sportswear and Timberland, we believe we can continue and grow the relationships with Perry Ellis' inbound licensors for the benefit of all stakeholders in those relationships."

Perry Ellis’ board of directors had unanimously approved the $437 million sale to become a private company in the acquisition led by Feldenkreis. In that agreement, Perry Ellis shareholders will receive $27.50 per share in cash at closing. In a statement following the receipt of Randa’s offer, the special committee of the Perry Ellis Board, noted that “The special committee unanimously determined, after consultation with its legal and financial advisors, that the Randa proposal does not satisfy the requirements in the Feldenkreis merger agreement for granting due diligence access or commencing negotiations with respect to a competing takeover proposal. … Based on the totality of the circumstances considered in comparison to the potential for a slight price improvement, the special committee concluded that re-engaging with Randa at the price offered was not in the best interest of shareholders. The special committee continues to unanimously believe that the Feldenkreis merger agreement is in the best interest of all Perry Ellis shareholders.”

Randa reiterated its offer to the special committee on Monday, highlighting its benefits to shareholders.

filed under July 2018 | Perry Ellis }
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