COLUMBUS, Ohio, July 10,
2023 /PRNewswire/ -- Designer Brands Inc. (NYSE: DBI)
(the "Company"), one of the world's largest designers, producers,
and retailers of footwear and accessories, today announced
preliminary results of its "modified Dutch auction" tender offer
which expired at 12:00 Midnight, ET, at the end of the day on
July 7, 2023.
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer (the "Depositary"), a
total of 1,470,832 shares of the Company's Class A Common Shares,
without par value (each, a "Share"), were properly tendered and not
properly withdrawn at or below a purchase price of $10.00 per Share, including 1,309 Shares that
were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer
and based on the preliminary count by the Depositary, the Company
expects to purchase all 1,470,832 Shares through the tender offer
at a price of $10.00 per Share, for
an aggregate cost of approximately $14,708,320, excluding fees and expenses relating
to the tender offer. As the Company expects to accept for purchase
all of the Shares which were properly tendered and not properly
withdrawn at a price at or below $10.00 there is no proration factor. The total of
1,470,832 Shares that the Company expects to purchase represents
approximately 2.5% of the total number of Shares outstanding, or
2.2% of the total number of Shares outstanding assuming the
conversion of all shares of the Company's Class B Common Shares
into Shares, as of July 6, 2023.
The number of Shares expected to be purchased by the Company and
the total purchase price are preliminary and subject to change. The
preliminary information contained in this press release is subject
to confirmation by the Depositary and is based on the assumption
that all Shares tendered through notice of guaranteed delivery will
be delivered within the two-trading day settlement period. The
final number of Shares to be purchased by the Company and the final
total purchase price will be announced following the expiration of
the guaranteed delivery period and completion by the Depositary of
the confirmation process. Payment for the Shares accepted for
purchase under the tender offer will occur promptly thereafter.
BofA Securities, Inc. and BMO Capital Markets Corp. acted as
dealer managers for the tender offer and Georgeson, LLC acted as
information agent for the tender offer. Shareholders who have
questions or would like additional information about the tender
offer may contact Georgeson toll-free at (888) 206-5896 banks and
brokers may call Georgeson at (888) 206-5896, BofA Securities, Inc.
at (888) 803-9655 or BMO Capital Markets Corp. at (212)
702-1101.
About Designer Brands Inc.
Designer Brands is one of the world's largest designers,
producers, and retailers of the most recognizable footwear brands
and accessories, transforming and defining the footwear industry
through a mission of inspiring self-expression. With a diversified,
world-class portfolio of coveted brands, including Keds, Lucky
Brand, Crown Vintage, Vince Camuto,
Topo Athletic, Jessica Simpson,
Le Tigre and others, Designer Brands
designs and produces on-trend footwear and accessories for all of
life's occasions delivered to the consumer through a robust
direct-to-consumer omni-channel infrastructure and powerful
national wholesale distribution. Powered by a billion-dollar
digital commerce business across multiple domains and nearly 640
DSW Designer Shoe Warehouse and The Shoe Company stores in
North America, Designer Brands
delivers current, in-line footwear and accessories from the largest
national brands in the industry and holds leading market share
positions in key product categories across Women's, Men's and
Kids'. Designer Brands also distributes its brands internationally
through select wholesale and distributor relationships while also
leveraging design and sourcing expertise to build private label
product for national retailers. Designer Brands is committed to
being a difference maker in the world, taking steps forward to
advance diversity, equity, and inclusion in the footwear industry
and supporting a global community and the health of the planet by
donating more than seven million pairs of shoes to the global
non-profit Soles4Souls. To learn more, visit
www.designerbrands.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Certain statements in this press release, other than statements
of historical fact, constitute forward-looking statements and are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. You can identify these
forward-looking statements by the use of forward-looking words such
as "outlook," "could," "believes," "expects," "potential,"
"continues," "may," "will," "should," "would," "seeks,"
"approximately," "predicts," "intends," "plans," "estimates,"
"anticipates," or the negative version of those words or other
comparable words. These statements are based on the Company's
current views and expectations and involve known and unknown risks,
uncertainties, and other factors, including those included in the
Company's latest Annual Report on Form 10-K or other reports filed
or made with the Securities and Exchange Commission, that may cause
actual results, performance, or achievements to be materially
different from any future results, performance, or achievements
expressed or implied by the forward-looking statements. All
forward-looking statements speak only as of the time when made. The
Company undertakes no obligation to update or revise the
forward-looking statements included in this press release to
reflect any future events or circumstances.
For further information: Edelman
Smithfield for Designer Brands,
DesignerBrandsIR@edelman.com
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SOURCE Designer Brands Inc.