NEW YORK, March 3, 2014 /PRNewswire/ -- The Jones Group
Inc. (NYSE: JNY) ("The Jones Group" or the "Company") today
announced that it has scheduled a special meeting of The Jones
Group shareholders for April 7, 2014
at 2:00 p.m. Eastern Time, at the
offices of Cravath, Swaine & Moore LLP at 825 Eighth Avenue,
38th Floor, New York, New York to
consider and vote upon the previously announced agreement entered
into with Sycamore Partners on December 19,
2013, pursuant to which, subject to the satisfaction of
various conditions set forth therein, affiliates of Sycamore
Partners will acquire The Jones Group for $15.00 per share in cash. The Jones Group
shareholders of record as of the close of business on March 5, 2014 will be entitled to receive notice
of, and vote at, the special meeting.
If the merger agreement is adopted at the special meeting, the
Company expects the transaction to be completed in the second
quarter of 2014, subject to the satisfaction of the other
conditions set forth in the merger agreement.
Citigroup Global Markets, Inc. is acting as financial advisor to
The Jones Group and Peter J. Solomon Company is acting as financial
advisor to the Company's Board of Directors. Cravath, Swaine &
Moore LLP is acting as legal advisor to The Jones Group and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
advisor to the independent directors of the Company's Board of
Directors.
About The Jones Group Inc.
The Jones Group Inc. (www.jonesgroupinc.com) is a leading global
designer, marketer and wholesaler of over 35 brands with product
expertise in apparel, footwear, jeanswear, jewelry and handbags.
The Jones Group has a reputation for innovation, excellence in
product quality and value, operational execution and talent. The
Company also markets directly to consumers through branded
specialty retail and outlet stores, through concessions at upscale
department stores and through its e-commerce sites.
The Company's internationally recognized brands and licensing
agreements (L) include: Nine West, Jones New York, Anne Klein, Kurt
Geiger, Rachel Roy (L),
Robert Rodriguez, Robbi & Nikki,
Stuart Weitzman, Brian Atwood (L), Easy Spirit, Carvela,
Gloria Vanderbilt, l.e.i.,
Bandolino, Enzo Angiolini, Nine
& Co., Joan & David, Miss KG, Kasper, Energie, Evan-Picone,
Le Suit, Mootsies Tootsies, Erika,
Napier, Jessica Simpson (L),
Givenchy (L), Judith Jack,
Albert Nipon, Pappagallo and Rafe
(L).
Cautionary Statement Regarding Forward-Looking
Statements
Statements about the expected timing, completion and effects of
the proposed merger, and all other statements made in this
communication that are not historical facts are forward-looking
statements and are made pursuant to the safe harbor provisions of
the 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 the Company as of the date hereof, and
subject to applicable law to the contrary, the Company 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 the Company's actual
results to differ materially from those suggested by the projected
results 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 transactions
described herein; approval of the merger by the Company's
shareholders (or the failure to obtain such approval); the
Company'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; and the risks that are described from time to
time in the Company's reports filed with the U.S. Securities and
Exchange Commission (the "SEC"), including the Annual Report on
Form 10-K for the fiscal year ended December
31, 2013, filed with the SEC on February 18, 2014, in other of the Company's
filings with the SEC from time to time, including Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, and on general
industry and economic conditions. The Company believes these
forward-looking statements are reasonable; however, you should not
place undue reliance on forward-looking statements, which are based
on current expectations. Any or all of the Company's
forward-looking statements may turn out to be wrong. They can be
affected by inaccurate assumptions or by known or unknown risks,
uncertainties and other factors, many of which are beyond the
Company's control.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of the Company by affiliates of
Sycamore Partners. In connection with the proposed merger, the
Company has filed a preliminary proxy statement and other related
documents with the SEC. The Company intends to file a definitive
proxy statement with the SEC. BEFORE MAKING ANY VOTING DECISION,
THE COMPANY'S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY
STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
Company's shareholders will be able to obtain, without charge, a
copy of the definitive proxy statement (when available) and other
relevant documents filed with the SEC from the SEC's website at
http://www.sec.gov. The Company's shareholders will also be able to
obtain, without charge, a copy of the definitive proxy statement
and other relevant documents (when available) by directing a
request by mail or telephone to The Jones Group Inc. Investor
Relations at 1411 Broadway, New York,
NY 10018, telephone number (212) 703-9819, or from the
Company's website, www.jonesgroupinc.com, or by contacting
D.F. King & Co., Inc., which is
assisting Jones, toll-free at (800) 967-4607.
Certain Information Concerning Participants
The Company and its directors and officers and other persons may
be deemed to be participants in the solicitation of proxies from
the Company's shareholders with respect to the proposed merger.
Information about the Company's directors and executive officers
and their ownership of the Company's common stock is set forth in
the proxy statement for the Company's 2013 Annual Meeting of
Shareholders, which was filed with the SEC on May 15, 2013.
Shareholders may obtain additional information regarding the
interests of the Company and its directors and executive officers
in the proposed merger, which may be different than those of the
Company's shareholders generally, by reading the proxy statement
and other relevant documents regarding the proposed merger filed
with the SEC. Investors should read the definitive proxy statement
carefully when it becomes available before making any voting or
investment decisions.
SOURCE The Jones Group Inc.