PPR S.A. Completes Tender Offer for Volcom, Inc. and Announces Subsequent Offering Period
2011年6月17日 - 3:30PM
ビジネスワイヤ(英語)
PPR S.A. (FR 0000121485, PRTP.PA, PPFP) announced today that it
has completed the tender offer made by its wholly owned subsidiary
to purchase all outstanding common shares of Volcom, Inc. (NASDAQ:
VLCM) for $24.50 per share in cash. The offer expired at 5:30 p.m.,
New York City time, on Thursday, June 16, 2011.
Based on preliminary information from Computershare Trust
Company, N.A., the depositary for the offer, as of the expiration
of the initial offering period of the tender offer, approximately
14,686,156 shares were validly tendered and not withdrawn in the
tender offer, representing approximately 72.3% of Volcom’s issued
and outstanding shares, giving PPR control of Volcom. In addition,
the depositary has received commitments to tender approximately
4,714,540 shares in accordance with guaranteed delivery procedures,
which, when combined with the shares tendered and not withdrawn
from the tender offer, represent approximately 91.6% of Volcom’s
issued and outstanding shares. All validly tendered shares have
been accepted for payment, which will be made in accordance with
the terms of the tender offer.
PPR today also announced that it, through its wholly owned
subsidiary, has commenced a subsequent offering period to acquire
the remaining shares of Volcom common stock, including those shares
tendered pursuant to guaranteed delivery procedures. The subsequent
offering period will expire at 5:30 p.m., New York City time, on
Wednesday, June 22, 2011, unless extended. During this subsequent
offering period, holders of shares of Volcom common stock who did
not previously tender their shares into the tender offer may do so,
and PPR will promptly purchase any shares properly tendered for the
same consideration (without interest) paid in the initial offering
period of the tender offer.
Advisors
Peter J. Solomon Company is acting as financial advisor, and
Wachtell, Lipton, Rosen & Katz is acting as legal advisor, to
PPR.
Important Information
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a tender offer statement on Schedule TO
filed by PPR on May 11, 2011, as amended through the date of this
release. Volcom has filed a solicitation/recommendation statement
on Schedule 14D-9 with respect to the tender offer on May 11, 2011,
as amended through the date of this release. The Schedule TO
(including the offer to purchase, related letter of transmittal and
other tender offer documents) and the Schedule 14D-9 contain
important information that should be ready carefully and entirely
before making any decision to tender securities into the tender
offer. Volcom stockholders may obtain a free copy of these
materials on the SEC’s website at www.sec.gov. or by contacting the
information agent for the tender offer, MacKenzie Partners, Inc.,
at 105 Madison Avenue, New York, New York 10016 or by calling (212)
929-5500 (collect) or (800) 322-2285 (toll-free).
Forward-Looking Statements
Certain statements either contained in or incorporated by
reference into this press release, along with oral statements made
from time to time by representatives of the company, are
forward-looking statements that involve risks and uncertainty.
Future events regarding the proposed transactions could differ
materially from the forward-looking statements. These
forward-looking statements include, but are not limited to,
statements regarding the combined companies’ plans following, and
the expected completion of, the proposed acquisition. These
forward-looking statements involve certain risks and uncertainties
that could cause actual results and the timing of events to differ
materially from those indicated in such forward-looking statements
and generally include statements that are predictive in nature and
depend upon or refer to future events or conditions. Risks and
uncertainties include the ability of the parties to complete the
transactions contemplated by the merger agreement, including the
parties’ abilities to satisfy the conditions to the consummation of
the proposed acquisition; the possibility of any termination of the
merger agreement; the timing of the tender offer and the subsequent
merger; uncertainties as to how many of Volcom’s stockholders will
tender their shares of common stock in the tender offer; the
possibility that various other conditions to the consummation of
the tender offer or the subsequent merger may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the acquisition;
other uncertainties pertaining to the business of PPR and of
Volcom; the outcome of any legal proceedings that may be instituted
against one or both of PRR and Volcom and others in connection with
the definitive agreement and transactions; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transaction;
and other factors described in any of the companies’ filings with
the French AMF (Autorité des marchés financiers) and the SEC, which
contain and identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking statements. Many of the factors that will determine
the outcome of the subject matter of this communication are beyond
either PPR’s or Volcom’s ability to control or predict. The reader
is cautioned not to unduly rely on these forward-looking
statements. PPR expressly disclaims any intent or obligation to
update or revise publicly any forward-looking statements except as
required by law.
This press release is a free translation of the French original
press release.The original French version of this press release is
available on our website at www.ppr.com.
About PPR
PPR nurtures a group of high-growth global brands distributed in
more than 120 countries. Through its Consumer and Luxury brands,
PPR generated revenue of €14.6 billion in 2010, and had
approximately 60,000 employees at December 31, 2010. The PPR share
is listed on Euronext Paris (FR 0000121485, PRTP.PA, PPFP). To
explore the PPR brand universe, please visit www.ppr.com : the
Luxury group (Gucci, Bottega Veneta, Yves Saint Laurent,
Balenciaga, Boucheron, Sergio Rossi, Alexander McQueen and Stella
McCartney), Puma, Fnac and Redcats (La Redoute, The Sportsman's
Guide, The Golf Warehouse…).
About Volcom
Volcom is an innovative designer, marketer and distributor of
premium quality young mens and womens clothing, accessories and
related products. The Volcom brand, symbolized by The Stone, is
athlete-driven, creative and forward thinking. Volcom has
consistently followed its motto of “youth against establishment,”
and the brand is inspired by the energy of youth culture. Volcom
and Electric branded products are sold throughout the United States
and internationally. Volcom’s news announcements and SEC filings
are available through the company’s website at www.volcom.com.
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