PICKERINGTON, Ohio,
Aug. 1, 2014 /PRNewswire/
-- Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ)
("R. G. Barry" or the "Company"), today announced that a special
meeting of shareholders of R. G. Barry will be held on Wednesday, September 3, 2014 at 11:00 a.m., Eastern Daylight Time, in our
corporate offices at 13405 Yarmouth Road NW, Pickerington, OH 43147, unless adjourned or
postponed to a later date. The special meeting will be held for the
following purposes:
- To consider and vote upon a proposal to adopt the Agreement and
Plan of Merger, dated as of May 1,
2014, by and among R. G. Barry and affiliates of Mill Road
Capital, a private equity firm. As a result of the merger, (a) MRVK
Merger Co. (a wholly-owned subsidiary of MRGB Hold Co., which is an
affiliate of Mill Road Capital) will be merged into R. G. Barry,
(b) R. G. Barry will survive the merger as a wholly-owned
subsidiary of MRGB Hold Co., and (c) each outstanding R. G. Barry
common share will be converted into the right to receive $19.00 in
cash, without interest and less any applicable withholding
taxes;
- To approve adjournments or postponements of the special
meeting, if necessary, to permit further solicitation of proxies if
there are not sufficient votes at the time of the special meeting
to adopt the merger agreement; and
- To approve, on a non-binding, advisory basis, the "golden
parachute compensation" payable to R. G. Barry's named executive
officers in connection with the merger.
Only holders of record of R. G. Barry common shares at the close
of business on July 21, 2014, the
record date for the special meeting, are entitled to notice of, and
to vote at, the special meeting and any adjournments or
postponements thereof. Each common share is entitled to one vote on
each matter that is properly brought before the special
meeting.
Additional information regarding the proposed merger and related
transactions, the actions to be taken in connection with the merger
and the parties involved in the merger will be available in the
proxy materials for the special meeting that will be sent or given
to R. G. Barry shareholders on or about August 4, 2014.
Peter J. Solomon Company L.P. 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 proxy statement and other relevant
materials with the Securities and Exchange Commission
("SEC"). The definitive proxy statement will be sent
or given to the shareholders of the Company and contains 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 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