Dress Barn, Inc. Announces Date for Annual Meeting of Shareholders to Consider Delaware Holding Company Reorganization
2010年8月21日 - 12:09AM
ビジネスワイヤ(英語)
Dress Barn, Inc. (NASDAQ - DBRN) today announced that it
will hold its annual meeting of shareholders on December 8, 2010,
at 2:00 p.m. local time at its corporate offices in Suffern, New
York. At the meeting, Dress Barn shareholders will be asked, among
other things, to consider and vote on a proposal to reorganize
Dress Barn as a holding company incorporated in Delaware.
In the reorganization, each of Dress Barn, Maurices and Tween
Brands, which operates our Justice brand, would become subsidiaries
of a new Delaware corporation named Ascena Retail Group, Inc., or
Ascena, and Dress Barn shareholders would become stockholders of
this new Delaware holding company on a one-for-one basis, holding
the same number of shares and same ownership percentage after the
reorganization as they held immediately prior to the
reorganization. The reorganization generally would be tax-free for
Dress Barn shareholders. Shareholders of record on October 8, 2010
will be entitled to attend and vote at the annual meeting on the
proposal to approve the reorganization, which is more fully
described in the proxy statement/prospectus relating to the
meeting.
Upon completion of the reorganization, Ascena would, in effect,
replace the present company as the publicly held corporation.
Ascena through its subsidiaries would continue to conduct all of
the operations currently conducted by Dress Barn and its
subsidiaries, and the directors and executive officers of Dress
Barn prior to the reorganization would be the same as the directors
and executive officers of Ascena following the reorganization. The
shares of Ascena common stock are expected to trade on the NASDAQ
Global Select Market under the ticker symbol “ASNA.”
The Board of Directors and management of Dress Barn believe that
implementing the holding company structure would provide the
Company with strategic, operational and financing flexibility, and
incorporating the new holding company in Delaware would allow the
Company to take advantage of the flexibility, predictability and
responsiveness that Delaware corporate law provides.
“The proposed change in structure and name should provide an
image more closely aligned with our current vision and strategies,"
President and Chief Executive Officer, David R. Jaffe commented.
"In recent years, we’ve become a fundamentally different company
that extends beyond the original dressbarn concept and
brand. Our vision is to be a family of retail brands each serving a
unique customer niche. We expect the holding company structure to
enable us to leverage our infrastructure while allowing each brand
to focus intently on delivering a great experience to its
customer.”
If approved at the annual meeting, it is currently expected that
the reorganization would take place on or about January 1,
2011.
At the annual meeting, shareholders will also be asked to elect
two directors, ratify auditors and approve changes to a Dress Barn
incentive plan.
About Dress Barn,
Inc.
Dress Barn, Inc. (NASDAQ - DBRN), is a leading national
specialty retailer of apparel for women and tween girls operating
under the dressbarn, maurices and Justice
names. The Company operates 2,480 stores.
dressbarn stores offer casual, career and special
occasion fashion apparel and accessories at value prices for women
ages 35-55, operating 833 stores in 47 states. maurices
stores offer casual and career apparel and accessories at great
values to the fashion-conscious woman, ages 17-34 with a
20-something attitude, and operate 757 stores in 44 states.
Justice stores offer trend-right apparel and accessories at
value prices for tween girls ages 7-14 and operate 890 stores in 46
states and Puerto Rico.
For more information, please visit www.dressbarn.com,
www.maurices.com and www.shopjustice.com.
Dress Barn Forward-Looking
Statement Disclosure
Certain statements made within this press release may constitute
“forward-looking statements”, within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially. The Company does
not undertake to publicly update or review its forward-looking
statements even if experience or future changes make it clear that
our projected results expressed or implied will not be achieved.
Detailed information concerning a number of factors that could
cause actual results to differ materially from the information
contained herein is readily available on our most recent report on
Form 10-K for the year ended July 25, 2009 and Form 10-Q for the
quarter ended April 24, 2010.
Additional
Information
Dress Barn, Inc. and Ascena Retail Group, Inc. have filed a
registration statement that includes a preliminary proxy
statement/prospectus and other relevant documents in connection
with the proposed Delaware holding company reorganization. DRESS
BARN SHAREHOLDERS ARE URGED TO READ CAREFULLY THESE DOCUMENTS AND
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN FILED AND MAILED,
BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED DELAWARE HOLDING COMPANY REORGANIZATION. Investors may
obtain a free copy of the preliminary proxy statement/prospectus
and other filings containing information about Dress Barn, Ascena
and the proposed reorganization, from the SEC at the SEC’s website
at http://www.sec.gov. In addition, copies of the preliminary proxy
statement/prospectus and other filings containing information about
Dress Barn, Ascena and the proposed reorganization can be obtained
without charge by directing a request to Dress Barn, Inc., 30
Dunnigan Drive, Suffern, NY 10901 Attention: Investor Relations
Department (telephone: (845) 369-4600) or accessing them on Dress
Barn, Inc.’s corporate Web site at www.dressbarn.com.
Dress Barn, its directors, executive officers, certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of Dress Barn in favor of the proposed holding company
reorganization. Additional information regarding the interests of
potential participants in the proxy solicitation is included in the
preliminary proxy statement/prospectus and will be included in the
definitive proxy statement/prospectus and other relevant documents
that Dress Barn, Inc. and Ascena Retail Group, Inc. have filed and
intend to file with the SEC in connection with the annual meeting
of shareholders of Dress Barn, Inc.
This press release is being made pursuant to and in compliance
with the Securities Act of 1933, as amended, and does not
constitute an offer of any securities for sale or a solicitation of
an offer to buy any securities, nor shall there be any sale of the
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer of the securities will be made solely by
means of a prospectus included in the registration statement and
any prospectus supplement that may be issued in connection with
such offering.
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