Lancer Capital Completes Tender Offer for Shares of Iconix Brand Group
02 Août 2021 - 4:57PM
Iconix Merger Sub Inc. (“Purchaser”), a subsidiary of Iconix
Acquisition LLC (“Parent”) and an affiliate of Lancer Capital, LLC
(“Lancer Capital”), and Iconix Brand Group Inc. (“Iconix”) (Nasdaq:
ICON) today announced the successful completion of Purchaser’s
offer to purchase all the outstanding shares of Iconix common stock
for $3.15 per share, without interest and subject to any applicable
withholding taxes, net to the seller in cash. Lancer Capital
intends to complete the acquisition of Iconix through a second-step
merger.
The tender offer and withdrawal rights expired
one minute after 11:59 p.m., New York City time, on July 30, 2021.
Continental Stock Transfer & Trust Company, the depositary and
paying agent for the tender offer, has advised Lancer Capital that
approximately a total of 8,193,534 shares of common stock of Iconix
were validly tendered into and not withdrawn from the tender offer
(excluding those shares delivered pursuant to Notices of Guaranteed
Delivery), representing approximately 56.3037% of the currently
outstanding shares of common stock of Iconix.
The number of shares of common stock of Iconix
tendered into the tender offer (excluding those shares delivered
pursuant to Notices of Guaranteed Delivery) satisfies the minimum
tender condition of the tender offer. All other conditions to the
tender offer having been satisfied or waived, and Purchaser
accepted for payment, and expects to promptly pay for, all shares
of common stock of Iconix validly tendered into and not withdrawn
from the tender offer.
As the final step of the transactions, Lancer
Capital intends to cause the merger of Purchaser with and into
Iconix on August 4, 2021, without a vote or meeting of Iconix’s
shareholders in accordance with Section 251(h) of the Delaware
General Corporation Law. In connection with the merger, each share
of common stock of Iconix issued and outstanding immediately prior
to the effective time of the merger (other than those shares held
in the treasury of Iconix or owned by any direct or indirect wholly
owned subsidiary of Iconix and shares owned by Parent or any direct
or indirect wholly owned subsidiary of Parent, or by any
stockholders of Iconix who have properly exercised their appraisal
rights under Section 262 of the Delaware General Corporation Law)
will be converted into the right to receive $3.15 per share, net to
the seller, in cash, without interest and less any applicable
withholding taxes.
Following consummation of the merger, the shares
of common stock of Iconix will be delisted and will cease to trade
on the Nasdaq. Iconix and Lancer Capital will take steps to cause
the shares of common stock of Iconix to be deregistered under the
Exchange Act as promptly as practicable.
Alliance Advisors, LLC is the Information Agent
for the tender offer and any questions or requests for the Offer to
Purchase and related materials with respect to the tender offer may
be directed to them by telephone, toll-free, at (833) 501-4701 or
by e-mail at ICON@allianceadvisors.com
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any security and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
Forward-Looking Statements
Any forward-looking statements, including, but
not limited to, statements regarding the proposed transaction
between Lancer Capital and Iconix, the ability of the parties to
complete the transaction and the expected timetable for completing
the transaction, strategic and other potential benefits of the
transaction, and other statements about Lancer Capital’s future
expectations, beliefs, goals, plans or prospects, are subject to
risks and uncertainties such as those described under the heading
“Risk Factors” in Iconix’s periodic reports on file with the SEC.
These statements speak only as of the date of this press release
and are based on Lancer Capital’s and Iconix’s current plans and
expectations and involve risks and uncertainties that could cause
actual future events or results to be different from those
described in or implied by such forward-looking statements,
including risks and uncertainties regarding: the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Agreement and Plan of Merger, dated as of June
11, 2021, among Parent, Purchaser and Iconix; changes in financial
markets; changes in economic, political or regulatory conditions;
changes in facts and other circumstances and uncertainties
concerning the proposed transaction; and other factors set forth
from time to time in Iconix’s SEC filings, including its Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as
the tender offer statement, solicitation/recommendation statement
and other tender offer documents that will be filed by Lancer
Capital and Iconix, as applicable. Lancer Capital and Iconix
caution investors not to place considerable reliance on the
forward-looking statements contained in this press release. Except
as required by applicable law or regulation, Lancer Capital does
not undertake any obligation to update or revise any such
forward-looking statements to reflect future events or
circumstances.
Important Additional Information
This press release is neither an offer to
purchase nor a solicitation of an offer to sell common stock of
Iconix or any other securities. This communication is for
informational purposes only.
Christopher Rodicrodi@woodsoviatt.com585-987-2800
Icon Energy (NASDAQ:ICON)
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