PICKERINGTON, Ohio,
June 18, 2014 /PRNewswire/ --
Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) ("R.
G. Barry" or the "Company"), today announced that, as of
June 17, the third party who had
submitted a previously disclosed alternative acquisition proposal
to acquire all of the Company's outstanding shares ceased to be an
"Excluded Party" under the previously announced Agreement and
Plan of Merger (the "Merger Agreement") between the
Company and affiliates of Mill Road Capital, a private equity
firm.
As permitted by the terms of the Merger Agreement, during the
"go-shop" period, representatives of Peter J. Solomon Company L.P.
("PJSC"), financial advisor to the Company's Board of
Directors (the "Board"), contacted a total of 31 potential
acquirers that R. G. Barry and PJSC believed might be interested in
a possible alternative transaction to the merger with an affiliate
of Mill Road Capital. As a result of these efforts, R. G.
Barry received the Alternative Proposal and designated the party
making the Alternative Proposal as an "Excluded Party" under the
Merger Agreement, permitting the Company, subject to compliance
with the provisions of the Merger Agreement, to continue to furnish
information to, and engage in further discussions and negotiations
with, such party after the end of the go-shop period.
Following further discussions with such third party, the Board has
determined that the Alternative Proposal is no longer reasonably
expected to result in a "Superior Proposal" and, as a result, the
party no longer qualifies as an "Excluded Party" under the Merger
Agreement. There are no other Excluded
Parties.
The Company continues to work toward completing the merger with
Mill Road Capital and expects to hold a shareholder meeting to vote
on the adoption of the Merger Agreement during the third quarter of
calendar 2014. The Board has not changed its recommendation
that the Company's shareholders vote to adopt the Merger Agreement
with Mill Road Capital.
PJSC is serving as financial advisor and Vorys, Sater, Seymour
and Pease LLP is serving as legal advisor to the Board in
connection with the pending merger.
About R. G. Barry
R. G. Barry creates and markets great accessories brands and
fashionable, solution-oriented products that make life better. Our
primary brands include: Dearfoams slippers dearfoams.com;
baggallini handbags, totes and travel accessories baggallini.com;
and Foot Petals premium insoles and comfort products
footpetals.com. To learn more, visit us at rgbarry.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger of the Company with an affiliate of
Mill Road Capital. In connection with the proposed merger,
the Company has filed a preliminary proxy statement and other
relevant materials with the Securities and Exchange Commission
("SEC") and intends to file a definitive proxy statement and
other relevant materials with the SEC. The definitive proxy
statement will be sent or given to the shareholders of the Company
and will contain important information about the Company, the
proposed merger and related matters. SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE
MAKING A DECISION ABOUT THE MERGER. The proxy statement and other
relevant materials (when they become available), and any other
documents filed by R. G. Barry with the SEC, may be obtained,
without charge, from the SEC's website (www.sec.gov) or, without
charge, from R. G. Barry by mail or online from the R. G. Barry
website at the Investor Relations section of www.rgbarry.com.
Participants in the Solicitation
R. G. Barry and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from R. G.
Barry shareholders with respect to the proposed merger.
Information regarding any interests that the executive officers and
directors of R. G. Barry may have in the transaction will be set
forth in the preliminary and definitive proxy statements described
above.
Cautionary Statement Concerning Forward Looking Safe Harbor
Statements
Statements in this press release that are not descriptions of
historical facts may be "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. In some cases, these forward-looking statements
may be identified by the use of words such as "may", "will",
"expect", "plan", "anticipate", "believe", or "project", or the
negative of those words or other comparable words. Any
forward-looking statements included in this communication are made
as of the date hereof only, based on information available to R. G.
Barry as of the date hereof, and subject to applicable law to the
contrary. R. G. Barry undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Such
forward-looking statements are subject to a number of risks,
assumptions and uncertainties that could cause R. G. Barry's actual
results to differ materially from those suggested by the projected
information in such forward-looking statements. Such
risks and uncertainties include, among others: any
conditions imposed on the parties in connection with the
consummation of the merger transactions described herein; adoption
of the merger agreement by R. G. Barry's shareholders (or the
failure to obtain such adoption); the ability to obtain regulatory
approvals of the merger and the other transactions contemplated by
the merger agreement on the proposed terms and schedule; R. G.
Barry's ability to maintain relationships with customers, employees
or suppliers following the announcement of the merger agreement and
the transactions contemplated thereby; the ability of third parties
to fulfill their obligations relating to the proposed transactions,
including providing financing under current financial market
conditions; the ability of the parties to satisfy the conditions to
closing of the proposed transactions; the risk that the merger and
the other transactions contemplated by the merger agreement may not
be completed in the time frame expected by the parties or at
all; general industry and economic conditions; and the risks
that are described from time to time in R. G. Barry's reports filed
with the SEC, including the Annual Report on Form 10-K for the
fiscal year ended June 29, 2013,
filed with the SEC on September 11,
2013, in other of R. G. Barry's filings with the SEC from
time to time, including Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Readers are cautioned not to place undue
reliance on the forward-looking statements. The Company has no
obligation to update the forward-looking statements.
SOURCE R.G. Barry Corporation