PICKERINGTON, Ohio,
Aug. 14, 2014 /PRNewswire/
-- Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ)
("R. G. Barry" or the "Company") today announced that it has
submitted written notice to the NASDAQ Global Market ("NASDAQ") of
its intention to voluntarily delist from NASDAQ the Company's
common shares, par value $1.00 per
share, and the associated Series II Junior Participating Class A
Preferred Shares, par value $1.00 per
share (collectively, the "Shares").
As previously announced, the Company entered into an Agreement
and Plan of Merger, dated May 1, 2014
(the "Merger Agreement"), with MRGB Hold Co., a wholly-owned
affiliate of Mill Road Capital, a private equity firm, and MRVK
Merger Co., a wholly-owned subsidiary of MRGB Hold Co., pursuant to
which MRVK Merger Co. will merge with and into the Company, with
the Company continuing as the surviving corporation (the
"Merger"). The Company has called a Special Meeting of
Shareholders to be held on September 3,
2014 to consider and vote on, among other matters, the
adoption of the Merger Agreement. If the shareholders
of the Company adopt the Merger Agreement at the Special Meeting,
the Company expects the Merger to be completed on or about
September 3, 2014.
Upon completion of the Merger, each common share of the Company
outstanding immediately prior to the effective time of the Merger
(other than those common shares owned by the Company, MRGB Hold Co.
or MRVK Merger Co. and any common shares as to which shareholders
of the Company have properly exercised dissenting shareholders'
rights pursuant to Ohio law) will
be converted into the right to receive $19.00 in cash, without interest and less any
applicable withholding taxes, and MRGB Hold Co. will own all of our
outstanding common shares (and the associated Series II Junior
Participating Class A Preferred Shares).
Today, the Company notified NASDAQ of its intention to file a
Form 25 ("Notification of Removal from Listing and/or Registration
under Section 12(b) of the Securities Exchange Act of 1934") with
the Securities and Exchange Commission (the "SEC") on August 25, 2014. Assuming that the Merger
Agreement is adopted by our shareholders and the Merger is
completed on September 3, 2014, the
Form 25 filing will be effective and the Shares will be delisted
from NASDAQ on September 4,
2014. Upon effectiveness of the Form 25 filing, the Company
also intends to file, on September 4,
2014, a Form 15 with the SEC to terminate the registration
of the Shares under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and to notify the SEC of the
automatic suspension of its public reporting obligations under
Sections 13(a) and 15(d) of the Exchange Act.
As of the date of the Company's filing of the Form 15, its
obligation to file certain reports under the Exchange Act,
including Forms 10-K, 10-Q and 8-K, will be immediately suspended,
and other filing requirements will terminate upon the effectiveness
of the deregistration, which should occur 90 days after the filing
of the Form 15.
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 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 SEC. The definitive proxy statement has
been 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, AS THEY
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