Saks Incorporated Provides Update on “Go-Shop” Period Related to Merger Agreement with Hudson’s Bay Company
10 Settembre 2013 - 10:45PM
Business Wire
Retailer Saks Incorporated (NYSE: SKS) (“Saks” or the “Company”)
today provided an update on the “go-shop” period related to its
definitive merger agreement with Hudson’s Bay Company (TSX: HBC)
(“HBC”).
As previously disclosed, the merger agreement entered into on
July 28, 2013 between Saks and HBC contains a 40-day “go-shop”
period during which Saks was permitted to solicit alternative
proposals from third parties. The merger agreement provides that
within three business days of the end of the “go-shop” period, Saks
will provide Hudson’s Bay Company with a list of “Excluded
Parties,” which means any party that submitted a written proposal
during the “go-shop” period that the Saks Board of Directors
determined either constitutes or could reasonably be expected to
constitute a superior proposal. The “go-shop” period expired on
September 6, 2013, and no party has been designated by Saks as an
“Excluded Party.” Saks is now subject to customary “no-shop”
provisions which are outlined in the merger agreement.
The planned transaction has been approved by each company's
board of directors and is expected to close before the end of the
calendar year, subject to approval by Saks shareholders and other
customary closing conditions.
Saks Incorporated currently operates 41 Saks Fifth Avenue
stores, 69 Saks Fifth Avenue OFF 5TH stores, and saks.com.
Forward-looking
Information
The information contained in this press release that addresses
future results or expectations is considered “forward-looking”
information within the definition of the Federal securities laws.
Forward-looking information in this document can be identified
through the use of words such as “may,” “will,” “intend,” “plan,”
“project,” “expect,” “anticipate,” “should,” “would,” “believe,”
“estimate,” “contemplate,” “possible,” and “point.” The
forward-looking information is premised on many factors, some of
which are outlined below. Actual consolidated results might differ
materially from projected forward-looking information.
The forward-looking information and statements are or may be
based on a series of projections and estimates and involve risks
and uncertainties. These risks and uncertainties include such
factors as: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of Saks’
merger agreement with Hudson’s Bay Company (“HBC”), (2) the failure
to obtain Saks shareholder approval of the merger with HBC or the
failure to satisfy any of the other closing conditions to the
merger, (3) the failure of HBC to obtain the necessary financing
arrangements set forth in the debt commitment letter and equity
investment agreement providing for its financing of the merger, (4)
risks related to disruption of management’s attention from Saks’
ongoing business operations due to the transaction, (5) the effect
of the announcement of the merger on the ability of Saks to retain
and hire key personnel and maintain relationships with its
customers, suppliers and others with whom it does business, or on
its operating results and business generally, (6) the level of
consumer spending for luxury apparel and other merchandise carried
by the Company and its ability to respond quickly to consumer
trends; (7) macroeconomic conditions and their effect on consumer
spending; (8) the Company’s ability to secure adequate financing;
(9) adequate and stable sources of merchandise; (10) the
competitive pricing environment within the retail sector; (11) the
effectiveness of planned advertising, marketing, and promotional
campaigns; (12) favorable customer response to relationship
marketing efforts of proprietary credit card loyalty programs; (13)
appropriate inventory management; (14) effective expense control;
(15) successful operation of the Company’s proprietary credit card
strategic alliance with Capital One Financial Corporation; (16)
geo-political risks; (17) weather conditions and natural disasters;
(18) the performance of the financial markets; (19) changes in
interest rates; and (20) fluctuations in foreign currency and
exchange rates.
Additional factors that may cause Saks’ actual results to differ
materially from those described in the forward-looking statements
may be found in Saks’ filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended February 2, 2013, its
Quarterly Reports on Form 10-Q, and its Current Reports on Form
8-K, which may be accessed via the Internet at www.sec.gov.
The Company undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Additional Information and Where to
Find It
This press release does not constitute a solicitation of any
vote or approval. In connection with the proposed merger, Saks will
file with the Securities and Exchange Commission (the “SEC”) and
mail or otherwise provide to its shareholders a proxy statement
regarding the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, SAKS’ SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO
THE PROPOSED MERGER. Investors and security holders may obtain a
free copy of the proxy statement and other documents that Saks
files with the SEC (when available) from the SEC’s website at
www.sec.gov and Saks’ website at www.saksincorporated.com. In
addition, the proxy statement and other documents filed by Saks
with the SEC (when available) may be obtained from Saks free of
charge by directing a request to Saks Incorporated, Investor
Relations Department, 12 East 49th Street, New York, New York
10017, 865-981-6243.
Saks and its directors, executive officers and employees may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from Saks’ shareholders with respect to the proposed
acquisition of Saks by HBC. Security holders may obtain information
regarding the names, affiliations and interests of such individuals
in Saks Annual Report on Form 10-K for the fiscal year ended
February 2, 2013, and its definitive proxy statement for the 2013
annual meeting of shareholders. Additional information regarding
the interests of such individuals in the proposed acquisition of
Saks by HBC will be included in the proxy statement relating to
such acquisition when it is filed with the SEC. These documents may
be obtained free of charge from the SEC’s website at www.sec.gov
and Saks website at www.saksincorporated.com.
Saks IncorporatedJulia Bentley,
865-981-6243www.saksincorporated.com
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