Perfumania Holdings, Inc. (Nasdaq:PERF) and Parlux Fragrances, Inc.
(Nasdaq:PARL) announced today that they have signed a definitive
merger agreement under which Perfumania would acquire all of the
outstanding shares of Parlux in a transaction valued at
approximately $170 million, based on Perfumania's closing stock
price of $19.55 per share on December 22, 2011. Based on that
Perfumania stock price and depending on the stockholder elections
described below, the merger agreement values a share of Parlux
stock at between $7.91 and $8.55, assuming no adjustments under the
merger agreement other than such elections. Parlux's closing market
price on December 22, 2011 was $3.40 per share, and there were
20,769,362 shares of Parlux common stock outstanding on that
date. Parlux stockholders will be entitled to elect between
mixed stock and cash consideration and principally stock
consideration under the merger agreement. The actual value of
the per-share merger consideration payable to a stockholder will
vary based upon the market price of Perfumania's stock when the
merger closes, as well as the stockholders' elections and
adjustments provided for in the merger agreement.
Perfumania is a national, vertically integrated wholesale
distributor and specialty retailer of designer perfumes and
fragrances. Parlux is a manufacturer and international
distributor of prestige fragrances and beauty related products and
is one of Perfumania's largest trading partners. This
strategic transaction, which is expected to create a more efficient
and competitive company that would provide greater value to
stockholders and better service to the parties' customers, has been
unanimously approved by the independent committees of the Boards of
Directors of both companies. It is subject to customary
closing conditions, including Hart-Scott-Rodino clearance and
approval of the stockholders of both companies, but is not subject
to any financing condition. The merger is expected to close in
the first half of 2012.
Mike Katz, Perfumania's President and Chief Executive Officer,
said, "The combination of Perfumania and Parlux is a major step
toward building a more significant and financially stronger
designer fragrance and beauty products company. Parlux brings
a wealth of products and expertise as a licensee, manufacturer and
international distributor."
Fred Purches, Parlux's Chairman and Chief Executive Officer,
said, "The Parlux management team and Board of Directors are
focused on maximizing value for stockholders. This combination
achieves that objective by providing our shareholders with a
significant premium over the current trading price for their shares
as well as the ability to participate in the anticipated growth of
a significantly stronger, combined company that is well positioned
to deliver long-term value to stockholders and a broader range of
product to its valued customers."
The definitive agreement was reached after extensive
negotiations between special committees of independent Board
members of both companies, which retained independent financial
advisors. Under the merger agreement, Parlux stockholders may elect
to receive, for each share of Parlux common stock that they own,
either (i) $4.00 in cash plus 0.20 shares of Perfumania common
stock or (ii) .53333 shares of Perfumania common stock, both of
which are subject to certain adjustments in the merger agreement.
The maximum amount of cash that will be paid as merger
consideration is $61,895,288, and the maximum number of Perfumania
shares issuable in the merger is 5,919,052, which amounts are
subject to adjustments in certain circumstances as provided in the
merger agreement. If Parlux stockholders elect, in the aggregate,
to receive more Perfumania shares than the maximum, those who
elected to receive all shares will receive a proportionate amount
of the maximum available Perfumania shares plus cash for the shares
elected but not received.
Financing for the cash portion of the merger consideration and
transaction-related expenses is expected to be provided by a
combination of additional borrowing of up to $43 million under
Perfumania's senior secured credit facility and, on a subordinated
basis, of $30 million from family trusts of the Nussdorf
family.
Under the terms of the merger agreement, Parlux may solicit
acquisition proposals from third parties for 30 days from the date
of the merger agreement and may at any time respond to unsolicited
proposals that the Parlux Board of Directors determines are
reasonably likely to result in a superior proposal. The merger
agreement provides Perfumania a customary right to match any
superior proposal.
Following the merger, the Nussdorf family, members of which are
the beneficial owners of approximately 82% of Perfumania's
outstanding shares and 11% of Parlux's outstanding shares, are
expected to continue to own a majority of Perfumania's outstanding
shares.
Wells Fargo Securities acted as financial advisor to
Perfumania's management, while Financo Securities, LLC acted as
financial advisor to the special committee of Perfumania's Board of
Directors. Edwards Wildman Palmer LLP and Carlton Fields are
legal counsel to Perfumania and its special committee,
respectively. Financial advisor to the special committee of
Parlux's Board of Directors was Peter J. Solomon Company, and
American Appraisal Associates, Inc. rendered a fairness opinion to
the special committee. Squire Sanders & Dempsey (US) LLP is
legal counsel to Parlux's special committee.
Caution Regarding Forward Looking
Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Management of Perfumania and Parlux may also make
forward-looking statements about the merger and its consequences in
other written and oral announcements and disclosures, which are
subject to the same considerations as described in this
paragraph. Forward-looking statements are typically identified
by words such as "anticipate," "believe," "plan," "estimate,"
"expect," "should," "intend," and other similar
expressions. Forward-looking statements in this press release
and in management's other disclosures include, but may not be
limited to, statements regarding the anticipated timing of the
transaction, the sources and availability of financing for the
transaction, the successful closing of the transaction and
integration of Parlux, opportunities for operational improvement,
including but not limited to cost reduction and capital investment,
the strategic opportunity and perceived value to Perfumania's and
Parlux's shareholders of the transaction, and the impact on
Perfumania's results of operations, including without limitation
the existence and timing of synergies arising from the transaction.
With respect to these statements, Perfumania and Parlux have made
assumptions about, among other things, whether and when the
proposed transaction will be approved, whether and when the
proposed transaction will close, the continued availability of
financing for Perfumania's and Parlux's business operations on
satisfactory terms, the results and impacts of the acquisition;
preliminary purchase price allocations which may include material
adjustments to the preliminary fair values of the acquired assets
and liabilities; economic, competitive and market conditions
generally; volumes and price levels of purchases by customers;
competitive conditions in our businesses and possible adverse
actions of our respective customers, competitors and suppliers.
Such statements include and will include estimates, predictions,
projections, forecasts, and assumptions that involve risks,
uncertainties and other important factors that may cause our actual
results or condition, or those of our industry, to be materially
different from any future results or condition described in or
implied by those forward-looking statements. Among the factors that
could cause actual results, performance or achievement to differ
materially from those described or implied in the forward-looking
statements are our ability to meet the conditions to the merger,
our ability to service our obligations, general economic
conditions, competition, potential technology changes, changes in
or the lack of anticipated changes in the regulatory environment in
various countries, the ability to secure profitable licensing
relationships, the ability to raise additional capital to finance
expansion, the risks inherent in new product and service
introductions and other factors described in the Risk Factors and
other sections of Perfumania's and Parlux's filings with the
Securities and Exchange Commission (the "SEC"). The information
contained herein speaks as of the date hereof and neither
Perfumania nor Parlux have or undertake any obligation to update or
revise its forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Important Information and Where to Find
It
Perfumania and Parlux will file documents with the SEC in
connection with the proposed transaction, including Perfumania's
registration statement on Form S-4 containing a joint proxy
statement of Perfumania and Parlux that will also constitute
Perfumania's prospectus. This press release is not a substitute for
the joint proxy statement/prospectus or any other document that
Perfumania or Parlux may file with the SEC or may send to their
stockholders in connection with the proposed merger. This
press release is neither a request nor an offer for shares of
Parlux common stock. Perfumania and Parlux
stockholders are urged to read the registration statement on Form
S-4 and the related joint proxy statement/prospectus when they
become available, as well as other documents filed with the SEC,
because they will contain important information about the proposed
merger. The final joint proxy statement/prospectus will be
mailed to Perfumania and Parlux stockholders. Stockholders may also
obtain free copies of these documents (when they are available) and
other documents Perfumania and Parlux file with the SEC at the
SEC's web site at www.sec.gov, or by contacting Andrea Petruzzo at
Perfumania, at (631) 866-4041 or the Corporate Secretary of Parlux,
at (954) 316-9008.
Participants in the Merger Solicitation
Perfumania and Parlux, and their respective directors, executive
officers and other members of management and employees, may be
deemed to be participants in the solicitation of proxies with
respect to the proposed merger. Information concerning Perfumania's
executive officers and directors is set forth in its most recent
Form 10-K/A filed with the SEC on May 31, 2011. Information
concerning Parlux's executive officers and directors is set forth
in its annual report on Form 10-K for the year ended March 31,
2011, which was filed with the SEC on May 26, 2011, and in its
current report on Form 8-K filed on August 3, 2011. Additional
information regarding the interests of participants of Perfumania
and Parlux in the solicitation of proxies with respect to the
transaction will be included in the registration statement on Form
S-4 and joint proxy statement/prospectus described above when it
becomes available. You will also be able to obtain free copies of
these documents from Perfumania and Parlux using the contact
information above.
CONTACT: Michael W. Katz
President and Chief Executive Officer
Perfumania Holdings, Inc.
631-866-4156
Frederick E. Purches
Chairman and Chief Executive Officer
Parlux Fragrances, Inc.
954-316-9008
Grafico Azioni Parlux Fragrances, Inc. (MM) (NASDAQ:PARL)
Storico
Da Lug 2024 a Ago 2024
Grafico Azioni Parlux Fragrances, Inc. (MM) (NASDAQ:PARL)
Storico
Da Ago 2023 a Ago 2024