New York—Swank, Inc. a leading designer and marketer of men’s and women’s belts and men’s leather accessories, jewelry and suspenders, and Randa Accessories Leather Goods LLC, a leading manufacturer, distributor and marketer of lifestyle accessories, have announced a merger where Randa will acquire Swank for $10 a share, or total consideration of approximately $57.5 million.
The merger consideration represents a 111% percent premium over the closing bid price of Swank’s common stock as quoted on the website of OTC Markets Group on February 2.
“I am pleased to announce this agreement, as it will deliver to our stockholders significant value and the certainty of a substantial cash premium for their shares,” said John Tulin, chairman/ceo at Swank. “Today’s announcement is the result of a lengthy process in which Swank’s Board of Directors, working with senior management and with our financial and legal advisors, have thoroughly reviewed and considered Randa’s interest in Swank. Our Board of Directors has unanimously approved this transaction and believes it is in the best interests of our stockholders, customers and employees.”
Jeffrey Spiegel, Randa’s ceo, added, “We are very pleased that Swank, a leader in the men’s and women’s accessories industry with a strong reputation for exceptional quality, reliability and customer service, is joining our family. The strategic benefits of this combination are clear and we are pleased to be able to move forward on terms that are financially attractive for Swank’s stockholders.”
The acquisition, which is subject to approval by Swank’s stockholders as well as other customary closing conditions, is expected to close in the second quarter. Randa intends to fund the acquisition with a combination of existing cash and the proceeds of a committed revolving credit facility from JPMorgan Chase Bank.
Under the terms of the merger agreement, Swank may solicit and encourage alternative acquisition proposals from third parties for a 35-day “go-shop” period continuing through March 9. The merger agreement provides Randa with a customary right to match a superior proposal. Swank does not anticipate it will disclose any developments with regard to this process unless Swank’s Board of Directors makes a decision with respect to a potential superior proposal. There is no guarantee that this process will result in a superior proposal.
About Swank, Inc.
Swank is engaged in the importation, sale and distribution of men’s and women’s belts and men’s leather accessories, suspenders and jewelry under the names Kenneth Cole, Tommy Hilfiger, Nautica, Geoffrey Beene, Guess?, Tumi, Buffalo David Bitton, Chaps, Donald Trump, Pierre Cardin, US Polo Association, and Swank. Swank also distributes men’s jewelry and leather items to retailers under private labels.
Randa Accessories is the global leader in lifestyle accessories and the world’s largest men’s accessories company. Collaborating with 75 leading brands, Randa designs, innovates, manufactures, and markets men’s belts, wallets, neckwear, small leather goods, luggage, backpacks, business cases, seasonal footwear, and gifts. From its origins as a neckwear company over a century ago, Randa now provides fashion, lifestyle, luxury, and private branded products through retailers in all channels of distribution, worldwide. More information is available at www.randa.net.
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