Chico's FAS Shareholders to Receive $7.60 Per Share in Cash, a 65% Premium to
Yesterday's Closing Stock Price
FORT
MYERS, Fla., Sept. 28,
2023 /PRNewswire/ -- Chico's FAS, Inc. (NYSE: CHS)
("Company" or "Chico's FAS") today announced that it has
entered into a definitive agreement to be acquired by Sycamore
Partners, a private equity firm specializing in retail, consumer
and distribution-related investments. Upon completion of the
transaction, Chico's FAS will become a privately held company.
Under the terms of the agreement, Chico's FAS shareholders will
receive $7.60 per share in cash. The
per share purchase price represents a 65% premium to the Company's
closing stock price on September 27,
2023 (the last trading day prior to the announcement of the
transaction).
"Through this investment, we are gaining additional expertise,
financial resources and strategic flexibility to fuel the growth of
our company and three powerful brands: Chico's, White House Black
Market and Soma," said Molly
Langenstein, Chico's FAS Chief Executive Officer and
President. "Sycamore Partners has an outstanding record in the
retail industry in partnering with management teams to help
businesses reach even greater levels of success. They share our
commitment to providing solutions, building communities and
creating memorable experiences to bring women confidence and joy.
We look forward to working with the Sycamore Partners team to
unlock Chico's FAS's full potential."
Kevin Mansell, Chair of the
Chico's FAS Board of Directors, said, "The agreement with Sycamore
Partners validates Chico's FAS's leadership as a customer led,
product obsessed, digital first company with a strong record of
operational excellence. The transaction reflects the Board's
commitment to maximizing shareholder value. It provides Chico's FAS
shareholders with significant immediate cash value and creates
exciting opportunities for employees of the Company and our
brands."
"We are pleased to have reached this agreement with Chico's FAS
and its Board of Directors. We have long admired the Company's
three iconic brands, including Chico's, White House Black Market
and Soma," said Stefan Kaluzny,
Managing Director of Sycamore Partners. "We look forward to
partnering with the Company's more than 14,000 talented associates
to grow these brands by continuing to deliver excellent products
and service to their devoted customers."
Transaction Details
The transaction, which was approved unanimously by the Chico's
FAS Board of Directors, is expected to close by the end of the
first calendar quarter of 2024, subject to customary closing
conditions and approvals, including approval by Chico's FAS
shareholders and expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. The transaction is not subject to a financing
condition.
The definitive agreement includes a 30-day "go-shop" period that
will expire at 11:59 PM ET on
October 27, 2023, which permits
Chico's FAS and its financial advisor to actively solicit and
consider alternative acquisition proposals. There can be no
assurance that this process will result in a superior proposal, and
the Company does not intend to disclose developments with respect
to the "go-shop" process unless and until it determines such
disclosure is appropriate or is otherwise required.
Upon completion of the transaction, Chico's FAS common stock
will no longer be listed on the New York Stock Exchange.
Advisors
Solomon Partners, L.P. is acting as financial advisor to Chico's
FAS, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting
as legal advisor.
Kirkland & Ellis LLP is acting as legal advisor to Sycamore
Partners.
ABOUT CHICO'S FAS, INC.
Chico's FAS is a Florida-based
fashion company founded in 1983 on Sanibel Island, FL. The Company
reinvented the fashion retail experience by creating fashion
communities anchored by service, which put the customer at the
center of everything we do. As one of the leading fashion retailers
in North America, Chico's FAS is a
company of three unique brands – Chico's®, White House Black
Market®, and Soma® – each operating in their own white space,
founded by women, led by women, providing solutions that millions
of women say give them confidence and joy.
Our Company has a passion for fashion, and each day, we provide
clothing, shoes and accessories, intimate apparel, and expert
styling in our brick-and-mortar boutiques, digital online
boutiques, and through StyleConnect®, the Company's customized,
branded, digital styling tool that enables customers to
conveniently shop wherever, whenever, and however they prefer.
As of July 29, 2023, the Company
operated 1,258 stores in the U.S. and sold merchandise through 58
international franchise locations in Mexico and through two domestic franchise
locations in airports. The Company's merchandise is also available
at www.chicos.com, www.chicosofftherack.com, www.whbm.com, and
www.soma.com.
To learn more about Chico's FAS, please visit our corporate
website at www.chicosfas.com. The information on our corporate
website is not, and shall not be deemed to be, a part of this press
release or incorporated into our federal securities law
filings.
ABOUT SYCAMORE PARTNERS
Sycamore Partners is a private equity firm based in New York. The firm specializes in retail,
consumer, and distribution-related investments and partners with
management teams to seek to improve the operating profitability and
strategic value of their business. With approximately $10 billion in aggregate committed capital raised
since its inception in 2011, Sycamore Partners' investors include
leading endowments, financial institutions, family offices, pension
plans and sovereign wealth funds. For more information on Sycamore
Partners, visit www.sycamorepartners.com.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
This communication is being made in connection with the proposed
transaction involving Chico's FAS, Daphne Parent LLC, and Daphne
Merger Sub, Inc. In connection with the proposed transaction,
Chico's FAS plans to file a proxy statement and certain other
documents regarding the proposed transaction with the Securities
and Exchange Commission (the "SEC"). The definitive proxy statement
(if and when available) will be mailed to shareholders of Chico's
FAS. This communication is not a substitute for the proxy statement
or any other document that Chico's FAS may file with the SEC or
send to its shareholders in connection with the proposed
transaction. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities. Before
making any voting or investment decision, shareholders are urged to
read the proxy statement that will be filed with the SEC (including
any amendments or supplements thereto) and any other relevant
documents that are filed or will be filed with the SEC carefully
and in their entirety when they become available because they will
contain important information about the proposed transaction.
Shareholders will be able to obtain, free of charge, copies of such
documents filed by Chico's FAS when filed with the SEC in
connection with the proposed transaction at the SEC's website
(http://www.sec.gov). In addition, Chico's FAS shareholders will be
able to obtain, free of charge, copies of such documents filed by
Chico's FAS at Chico's FAS's website
(https://chicosfas.com/investors). Alternatively, these documents,
when available, can be obtained free of charge from Chico's FAS
upon written request to Chico's FAS at 11215 Metro Parkway,
Fort Myers, Florida 33966.
PARTICIPANTS IN THE SOLICITATION
Chico's FAS and its directors, executive officers and other
employees may be deemed to be participants in the solicitation of
proxies from shareholders of Chico's FAS in connection with the
proposed transaction. Information about the Company's directors and
executive officers is set forth in the Company's proxy statement
for its 2023 Annual Meeting of Shareholders, which was filed with
the SEC on May 5, 2023. These
documents are available free of charge at the SEC's web site at
www.sec.gov and from the Company's website
(https://chicosfas.com/investors). Additional information regarding
the identity of the participants, and their respective direct and
indirect interests in the proposed transaction, by security
holdings or otherwise, will be set forth in the proxy statement and
other relevant materials to be filed with the SEC in connection
with the proposed transaction (if and when they become available).
You may obtain free copies of these documents using the sources
indicated above.
FORWARD-LOOKING STATEMENTS
This communication includes certain disclosures which contain
"forward-looking statements" within the meaning of the federal
securities laws, including but not limited to those statements
related to the proposed transaction, including financial estimates
and statements as to the expected timing, completion and effects of
the proposed transaction. In most cases, words or phrases such as
"anticipates," "believes," "confident," "could," "estimates,"
"expects," "intends," "target," "potential," "may," "will,"
"might," "plans," "path," "should," "approximately," "our planning
assumptions," "forecast", "outlook" and variations or the negative
of these terms and similar expressions identify forward-looking
statements. These forward-looking statements, including statements
regarding the proposed transaction, are based largely on
information currently available to our management and our
management's current expectations and assumptions and are subject
to various risks and uncertainties that could cause actual results
to differ materially from historical results or those expressed or
implied by such forward-looking statements. Although we believe our
expectations are based on reasonable estimates and assumptions,
they are not guarantees of performance. There is no assurance that
our expectations will occur or that our estimates or assumptions
will be correct, and we caution investors and all others not to
place undue reliance on such forward-looking statements.
Important factors, risks and uncertainties that could cause
actual results to differ materially from such plans, estimates or
expectations include but are not limited to: (i) the completion of
the proposed transaction on the anticipated terms and timing,
including obtaining required shareholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the
proposed transaction; (ii) potential litigation relating to the
proposed transaction that could be instituted against the Company
or its directors, managers or officers, including the effects of
any outcomes related thereto; (iii) the risk that disruptions from
the proposed transaction will harm the Company's business,
including current plans and operations, during the pendency of the
proposed transaction (iv) the ability the Company to retain and
hire key personnel; (v) the diversion of management's time and
attention from ordinary course business operations to completion of
the proposed transaction and integration matters; (vi) potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed transaction;
(vii) legislative, regulatory and economic developments; (viii)
potential business uncertainty, including changes to existing
business relationships, during the pendency of the proposed
transaction that could affect the Company's financial performance;
(ix) certain restrictions during the pendency of the proposed
transaction that may impact the Company's ability to pursue certain
business opportunities or strategic transactions; (x)
unpredictability and severity of catastrophic events, including but
not limited to acts of terrorism, outbreaks of war or hostilities
or the COVID-19 pandemic, as well as management's response to any
of the aforementioned factors; (xi) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the proposed transaction, including in circumstances
requiring the Company to pay a termination fee; (xii) those risks
and uncertainties set forth under the headings "Forward Looking
Statements" and "Risk Factors" in the Company's most recent Annual
Report on Form 10-K, as such risk factors may be amended,
supplemented or superseded from time to time by other reports filed
by the Company with the SEC from time to time, which are available
via the SEC's website at www.sec.gov; and (xiii) those risks that
will be described in the proxy statement that will be filed with
the SEC and available from the sources indicated above.
These risks, as well as other risks associated with the proposed
transaction, will be more fully discussed in the proxy statement
that will be filed with the SEC in connection with the proposed
transaction. There can be no assurance that the proposed
transaction will be completed, or if it is completed, that it will
close within the anticipated time period. These factors should not
be construed as exhaustive and should be read in conjunction with
the other forward-looking statements. The forward-looking
statements relate only to events as of the date on which the
statements are made. the Company does not undertake any obligation
to publicly update or review any forward-looking statement except
as required by law, whether as a result of new information, future
developments or otherwise. If one or more of these or other risks
or uncertainties materialize, or if our underlying assumptions
prove to be incorrect, our actual results may vary materially from
what we may have expressed or implied by these forward-looking
statements. We caution that you should not place undue reliance on
any of our forward-looking statements. You should specifically
consider the factors identified in this communication that could
cause actual results to differ. Furthermore, new risks and
uncertainties arise from time to time, and it is impossible for us
to predict those events or how they may affect the Company.
Chico's FAS Contact:
Julie MacMedan
Chico's FAS, Inc.
(239) 346-4384
julie.macmedan@chicos.com
Sycamore Partners Contact:
Michael Freitag or Arielle Rothstein
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
media@sycamorepartners.com
Chico's FAS, Inc. • 11215 Metro Parkway •
Fort Myers, Florida 33966 • (239)
277-6200
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SOURCE Chico’s FAS, Inc.