Everlast Worldwide Inc. Announces Agreement to Be Acquired by The Hidary Group
01 Juin 2007 - 3:25PM
Business Wire
Everlast Worldwide Inc. (Nasdaq: EVST) announced today that it had
signed a definitive agreement to be acquired by The Hidary Group,
for $26.50 per share in cash, a 14.5% premium to its closing price
on May 31, 2007, and a 30% premium to the average closing price
over the last month. The total value of the all-cash transaction is
over $146 million. The Board of Directors of Everlast Worldwide
approved the agreement in a special meeting June 1, 2007. The
transaction is subject to stockholder approval and other customary
conditions and is expected to be completed during the third quarter
of 2007. In making the announcement, Seth Horowitz, Chairman,
President and Chief Executive Officer of Everlast Worldwide, said,
�We are pleased with the terms of this transaction and believe it
is in the best interests of the Company�s stockholders. The Hidary
Group has been an excellent licensing partner and, as such, has not
only embraced the Everlast brand but also our strategic direction
and long-term vision.� Jack D. Hidary, Managing Partner of The
Hidary Group said, �We have tremendous respect for Seth Horowitz
and his team, and look forward to our partnership with Everlast
Worldwide. We have a long history in the sports and athletic
apparel marketplace, including a strong relationship and knowledge
of the Everlast brand as one of Everlast Worldwide�s licensees.�
Hidary continued, �We believe that the depth of our experience
growing brands online and offline offers an exciting fit to help
management further enhance Everlast�s iconic global brand. Everlast
Worldwide, its management and its employees are a great addition to
our group of companies.� A special meeting of stockholders of
Everlast Worldwide will be announced soon to obtain stockholder
approval of the transaction. The Hidary Group is the lead sponsor
of the deal. Other investors include multi-billion dollar
investment funds Gracie Capital, Ore Hill Partners, and Seneca
Capital. Each fund manages in excess of $1 billion. Piper Jaffray
& Co. is serving as financial advisor to Everlast Worldwide.
Clarence Schwab, Managing Partner of C. Schwab LLC, is serving as
financial advisor to the Hidary Group. Mr. Schwab also works
closely with certain Hidary Group portfolio companies. Olshan
Grundman Frome Rosenzweig & Wolosky LLP and Proskauer Rose LLP
acted as legal advisors to Everlast Worldwide and Hidary Group,
respectively. About Everlast Worldwide Inc. Everlast Worldwide Inc.
is a leading designer, manufacturer and marketer of boxing and
fitness related sporting goods equipment under the well-recognized
Everlast brand name and a worldwide licensor of the Everlast brand
for apparel, footwear, sporting goods equipment and other active
lifestyle products and accessories. Since 1910, Everlast has been
the preeminent brand in the world of boxing and among the most
recognized brands in the overall sporting goods and apparel
industries. In order to capitalize on the rich heritage and
authenticity of the Everlast brand, the company has extended the
Everlast brand outside of the boxing ring into complementary
product categories. Its strategy is to continue to leverage the
unique qualities represented by the Everlast brand -- Strength,
Dedication, Individuality and Authenticity -- to become a leading
global athletic brand and a necessary part of the lives of
consumers who train, compete and live an active lifestyle. URL:
http://www.everlast.com About The Hidary Group The Hidary Group is
a New York-based family office investor group. The firm�s portfolio
consists of companies in various industries, including consumer
goods, real estate, technology and financial services.
Forward-Looking Statements This press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company
believes the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be
inaccurate, and therefore, there can be no assurance that the
forward-looking statements contained in this press release will
prove to be accurate. In connection with the proposed transaction,
the Company will file a proxy statement with the Securities and
Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the proxy statement (when available) and
other documents filed by the Company at the Securities and Exchange
Commission�s web site at www.sec.gov. The proxy statement and such
other documents may also be obtained for free from the Company by
directing such request to the Company, Attention: Angelo V. Giusti,
Secretary, Everlast Worldwide, Inc., 1350 Broadway, Suite 2300, New
York, New York 10018, Telephone: (212) 239-0990. The Company and
its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with
the proposed transaction. Information concerning the interests of
Company�s participants in the solicitation is set forth in the
Company�s proxy statements and Annual Reports on Form 10-K,
previously filed with the Securities and Exchange Commission, and
in the proxy statement relating to the transaction when it becomes
available.
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