Birks & Mayors Complete Merger
2005年11月15日 - 8:47AM
ビジネスワイヤ(英語)
Birks & Mayors Inc. ("Birks") (AMEX:BMJ) today announced that
the stockholders of Mayor's Jewelers, Inc. ("Mayors") (AMEX:MYR)
have approved the merger agreement between Henry Birks & Sons
Inc. and Mayors and that the merger of the two companies has been
completed. As a result, Mayors stock will cease trading on the
American Stock Exchange. In connection with the transaction, Henry
Birks & Sons Inc. has changed its name to Birks & Mayors
Inc. Dr. Lorenzo Rossi di Montelera, Chairman of the board of Birks
also announced that four former members of the Mayors board, Emily
Berlin, Elizabeth M. Eveillard, Massimo Ferragamo and Ann Spector
Lieff, have joined the Birks board. In addition, Dr. Rossi
announced that Alain Benedetti, FCA, Vice-Chair of the board of
directors of The Canadian Institute of Chartered Accountants and
formerly Vice-Chairman and Canadian-area Managing Partner of Ernst
and Young LLP, has also joined the Birks board. Mr. Benedetti will
serve as Chair of Birks Audit Committee. With the addition of the
new board members, a majority of the members of the Birks board are
independent. Tom Andruskevich, Chief Executive Officer of Birks
commented: "We are delighted to have completed the merger. We
believe the transaction will allow us to create greater potential
for short and long-term growth and shareholder value as we begin to
fully integrate the two companies." Transaction Highlights -- The
name of the merged company is "Birks & Mayors Inc." -- Birks
will begin trading on Tuesday, November 15 on the American Stock
Exchange under the symbol BMJ. -- Holders of Mayors common stock
will receive 0.08695 Birks Class A Voting Shares for each share of
Mayors common stock. Cash will be provided for fractional shares.
-- Birks has adopted new articles and bylaws that provide
protections for minority shareholders. -- Birks stores in Canada
will continue to operate under the name Birks and the Mayors stores
in Florida and Georgia will continue to operate under the name
Mayors. Persons who were registered stockholders of Mayors will
receive a letter from SunTrust Bank, exchange agent in connection
with the merger, with instructions regarding how they can receive
their Birks Class A Voting Shares. Mayors stockholders that have
questions regarding the share exchange may contact SunTrust Bank by
telephone at (404) 588-7815. About Birks & Mayors Birks &
Mayors is a leading North American luxury retailer, designer,
manufacturer and wholesaler of fine jewelry, timepieces, sterling
silverware and gifts. Birks & Mayors has 67 luxury jewelry
stores, 39 stores operating under the Birks brand across Canada,
and 28 stores operating under the Mayors brand in Florida and
Atlanta, Georgia. Cautionary Statement Concerning Forward-Looking
Statements Some of the statements contained in this press release,
including those relating to Birks strategies and other statements
that are predictive in nature, that depend upon or refer to future
events or conditions, or that include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates" or
similar expressions, are forward-looking statements.
Forward-looking statements include, without limitation, the
information concerning possible or assumed future results of
operations of Birks. These statements are not historical facts but
instead represent only Birks expectations, estimates and
projections regarding future events. Many factors could cause the
actual results, performance or achievements of Birks to be
materially different from any future results, performance, or
achievements that may be expressed or implied by such
forward-looking statements, including, among others: (1) future
results of operations, liquidity and financial position; (2)
fluctuation in the market price of Birks Class A voting shares; (3)
difficulties in integrating the companies and in achieving
anticipated cost savings; (4) difficulties in implementing Birks
business strategy, including with respect to the merger; (5)
current or future litigation or regulatory action, including
successful resolution of the SEC inquiry; (6) fluctuation in
interest rates, exchange rates and prices of commodities; (7)
changes in the competitive landscape; (8) Birks ability to
effectively source and manufacture merchandise for its stores; (9)
interruption in the supply chain; (10) relationships with Birks
vendors; (11) protection of intellectual property; (12) ability to
properly manage inventory; (13) ability to renew leases; (14)
ability to withstand seasonal fluctuations; (15) ability to
effectively identify and remedy deficiencies in Birks internal
control over financial reporting; (16) the impact of adverse
economic conditions and future catastrophic events; (17) Birks
ability to attract and retain key personnel; and (18) the success
of Birks marketing initiatives. Should one or more of these risks
or uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary
materially from those described herein as anticipated, believed,
estimated or expected. The forward-looking statements contained in
this press release are not guarantees of future performance and
involve risks and uncertainties that are difficult to predict. The
future results and stockholder values of Birks may differ
materially from those expressed in the forward-looking statements
contained in this press release due to, among other factors, the
matters set forth under "Risk Factors" set forth in the proxy
statement/prospectus contained in Birks registration statement of
Form F-4 filed with the Securities and Exchange Commission (File
No. 333-126936). Birks undertakes no obligation to update or
release any revisions to these forward-looking statements to
reflect events or circumstances after the date of this presentation
or to reflect the occurrence of unanticipated events, except as
required by law.
Mayors Jewelers (AMEX:MYR)
過去 株価チャート
から 10 2024 まで 11 2024
Mayors Jewelers (AMEX:MYR)
過去 株価チャート
から 11 2023 まで 11 2024