Please replace the release with the following corrected version
due to multiple revisions.
The corrected release reads:
TALBOTS AND BPW AGREE TO TECHNICAL
AMENDMENT TO MERGER AGREEMENT TO PROVIDE GREATER ASSURANCE TO BPW
SHAREHOLDERS REGARDING VALUE OF MERGER CONSIDERATION
The Talbots, Inc. (NYSE:TLB) and BPW Acquisition Corp. (“BPW”)
(AMEX: BPW) today announced an amendment to the previously
announced merger agreement pursuant to which BPW will be acquired
by Talbots.
The exchange ratio under the original terms of the merger
agreement was calculated at the closing of trading on February 16,
2010 to be 0.9853 Talbots shares per BPW common share. In order to
address possible fluctuations in the price of Talbots common stock
prior to the closing of the transaction, the parties have agreed to
amend the merger agreement to provide for the application of an
alternative exchange ratio to the merger if it is greater than
0.9853 when calculated. The alternative ratio will be calculated at
the close of trading on the date immediately preceding the date of
the closing of the transaction and will be based on dividing $11.25
by the average of the daily volume weighted average price per share
of Talbots common stock on the NYSE over each of the five
consecutive trading days immediately preceding the date of the
completion of the merger.
The close of the transaction is expected to occur during the
first calendar quarter of 2010.
The amendment is intended to provide greater assurance that BPW
shareholders will receive approximately $11.25 in value in Talbots
common shares at the time of the closing of the transaction. The
previously disclosed collar on the merger consideration of 0.9000 –
1.3235 Talbots shares per BPW share remains unchanged and would
apply to the alternative exchange ratio.
In addition, as a result of the amendment, the terms of the
related exchange offer contemplated by the merger agreement for
existing BPW warrants held by public warrantholders will be
similarly adjusted to take into account the ultimately applicable
exchange ratio determined as described above. The exchange offer
will provide that 50% of the BPW warrants held by public
warrantholders will be exchanged for a number of new Talbots
warrants based on the ultimately applicable exchange ratio, and
that the balance of BPW warrants held by public warrantholders
participating in the exchange offer would be exchanged for a number
of Talbots common shares based on a floating exchange ratio equal
to one-tenth of ultimately applicable exchange ratio in the merger
as determined under the amended merger agreement.
As previously disclosed, a special meeting of the stockholders
of BPW Acquisition Corp. is scheduled to be held on February 24,
2010 at 10:00 a.m. to consider the merger agreement, as amended.
The meeting will be held at the offices of Wachtell, Lipton, Rosen
& Katz, 51 West 52nd Street, New York, NY 10019. The record
date has also not changed. Only BPW stockholders who owned shares
of BPW common stock at the close of business on January 15, 2010,
the record date for the special meeting, will be entitled to vote
at the special meeting.
About The Talbots, Inc.
The Talbots, Inc. is a leading specialty retailer and direct
marketer of women’s apparel, shoes and accessories. At the end of
fourth quarter 2009, the Company operated 580 Talbots brand stores
in 46 states, the District of Columbia, and Canada. Talbots brand
on-line shopping site is located at www.talbots.com.
About BPW Acquisition Corp.
BPW Acquisition Corp. is a special purpose acquisition company
formed in 2008 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more operating
businesses.
Cautionary Statement and Certain Risk Factors to
Consider
In addition to the information set forth in this press release,
you should carefully consider the risk factors and risks and
uncertainties included in each of Talbots and BPW’s Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q, as well as in this
press release below.
This press release contains forward-looking information. These
statements may be identified by such forward-looking terminology as
“expect,” “achieve,” “plan,” “look,” “believe,” “anticipate,”
“outlook,” “will,” “would,” “should,” “potential,” or similar
statements or variations of such terms. All of the information
concerning Talbots or BPW’s outlook, future liquidity, future
financial performance and results, future credit facilities and
availability, future cash flows and cash needs, and other future
financial performance or financial position, as well as assumptions
underlying such information, constitute forward-looking
information. Forward looking statements are based on a series of
expectations, assumptions, estimates and projections about BPW
and/or Talbots, are not guarantees of future results or
performance, and involve substantial risks and uncertainty,
including assumptions and projections concerning liquidity,
internal plans, regular-price and markdown selling, operating cash
flows, and credit availability for all forward periods. Business
and forward-looking statements involve substantial known and
unknown risks and uncertainties, including the following risks and
uncertainties:
- Talbots and BPW’s ability to
satisfy the conditions to consummation of the contemplated
transactions;
- BPW’s ability to obtain the
necessary support of its stockholders to approve the transactions,
including required affirmative vote of BPW stockholders approving
the transactions as well as the risk that the exercise of
conversion rights by BPW’s stockholders, together with transaction
costs incurred by BPW, may cause the balance of the BPW trust
account to fall below the level necessary to consummate the
transaction;
- BPW’s and Talbots ability to
obtain the necessary participation of BPW warrant holders in the
exchange of BPW warrants for Talbots stock or warrants;
- Talbots ability to satisfy the
conditions to the $200 million credit commitment provided by GE or,
failing that, to obtain sufficient alternative financing on a
timely basis;
- the availability of proceeds of
the BPW trust account following any exercise by stockholders of
their conversion rights and the incurrence of transaction
expenses;
- the continuing material impact
of the deterioration in the U.S. economic environment over the past
two years on Talbots business, continuing operations, liquidity,
financing plans, and financial results, including substantial
negative impact on consumer discretionary spending and consumer
confidence, substantial loss of household wealth and savings, the
disruption and significant tightening in the U.S. credit and
lending markets, and potential long-term unemployment levels;
- Talbots level of indebtedness
and its ability to refinance or otherwise address its short-term
debt maturities, including all Aeon short-term indebtedness due
April 16, 2010, on the terms or in amounts needed to satisfy
maturities and to address its longer-term liquidity and cash needs,
as well as its working capital, strategic initiatives and other
cash requirements;
- any lack of sufficiency of
available cash flows and other internal cash resources to satisfy
all future operating needs and other Talbots cash
requirements;
- satisfaction of all borrowing
conditions under all Aeon credit facilities including no events of
default, accuracy of all representations and warranties, solvency
conditions, absence of material adverse effect or change, and all
other borrowing conditions;
- risk of any default under
Talbots Aeon credit facilities;
- Talbots ability to achieve its
2009 financial plan for operating results, working capital,
liquidity and cash flows;
- risks associated with Talbots
appointment of and transition to a new exclusive global merchandise
buying agent and that the anticipated benefits and cost savings
from this arrangement may not be realized or may take longer to
realize than expected, and risk that upon any cessation of the
relationship for any reason Talbots would be able to successfully
transition to an internal or other external sourcing function;
- Talbots’ ability to continue to
purchase merchandise on open account purchase terms at existing or
future expected levels and with extended payment of accounts
payable and risk that suppliers could require earlier or immediate
payment or other security due to any payment concern or
timing;
- risks and uncertainties in
connection with any need to source merchandise from alternate
vendors;
- any disruption in Talbots’
supply of merchandise;
- Talbots ability to successfully
execute, fund, and achieve supply chain initiatives, anticipated
lower inventory levels, cost reductions, and other
initiatives;
- the risk that anticipated
benefits from the sale of the J. Jill brand business may not be
realized or may take longer to realize than expected and the risk
that estimated or anticipated costs, charges and liabilities to
settle and complete the transition and exit from and disposal of
the J. Jill brand business, including both retained obligations and
contingent risk for assigned obligations, may materially differ
from or be materially greater than anticipated;
- Talbots ability to accurately
estimate and forecast future regular-price and markdown selling,
operating cash flows and other future financial results and
financial position;
- the success and customer
acceptance of Talbots merchandise offerings;
- future store closings and
success of and necessary funding for closing underperforming
stores;
- risk of impairment of goodwill
and other intangible and long-lived assets; and
- the risk of continued compliance
with NYSE continued listing conditions.
All of the forward-looking statements are as of the date of this
press release only. In each case, actual results may differ
materially from such forward-looking information. Neither Talbots
nor BPW can give any assurance that such expectations or
forward-looking statements will prove to be correct. An occurrence
of or any material adverse change in one or more of the risk
factors or risks and uncertainties referred to in this press
release or included in Talbots and/or BPW’s periodic reports filed
with the Securities and Exchange Commission could materially and
adversely affect Talbots and/or BPW’s continuing operations and
Talbots and/or BPW’s future financial results, cash flows,
prospects, and liquidity. Except as required by law, neither
Talbots nor BPW undertakes or plans to update or revise any such
forward-looking statements to reflect actual results, changes in
plans, assumptions, estimates or projections, or other
circumstances affecting such forward-looking statements occurring
after the date of this release, even if such results, changes or
circumstances make it clear that any forward-looking information
will not be realized. Any public statements or disclosures by
Talbots and BPW following this release which modify or impact any
of the forward-looking statements contained in this release will be
deemed to modify or supersede such statements in this release.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Talbots has filed with the SEC, and the SEC
has declared effective, a Registration Statement on Form S-4
containing a Prospectus/Proxy Statement/Information Statement
regarding the proposed transaction between Talbots and BPW. The
final Prospectus/Proxy Statement/Information Statement regarding
the proposed transaction has been mailed to stockholders of Talbots
and BPW. Talbots intends to file a tender offer statement and other
documents, as required, with the SEC in connection with the warrant
exchange offer. Investors and security holders are urged to read
the Prospectus/Proxy Statement/Information Statement, the tender
offer statement, any amendments or supplements thereto and any
other relevant documents filed with the SEC when available
carefully because they contain important information. Investors
and security holders will be able to obtain free copies of the
Registration Statement, the final Prospectus/Proxy
Statement/Information Statement, the tender offer statement, any
amendments or supplements thereto and other documents filed with
the SEC by Talbots and BPW through the web site maintained by the
SEC at www.sec.gov. In
addition, investors and security holders will be able to obtain
free copies of the Registration Statement, the final
Prospectus/Proxy Statement/Information Statement, the tender offer
statement and any amendments or supplements thereto when they
become available from Talbots by requesting them in writing at
Investor Relations Department, One Talbots Drive, Hingham, MA
02043, or by telephone at (781) 741-4500. The documents filed by
BPW may also be obtained by requesting them in writing to BPW at
BPW Acquisition Corp., Arjay (Richard) Jensen, SVP at BPW
Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153, or by
telephone at (212) 287-3310.
Talbots, BPW and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the security holders of BPW in
connection with the proposed transaction between Talbots and BPW.
You can find information regarding Talbots directors and
executive officers in Talbots definitive proxy statement for its
2009 Annual Meeting of Stockholders, which was filed with the SEC
on April 24, 2009. You can find information regarding
BPW’s directors and executive officers in BPW’s Annual Report on
Form 10-K for its fiscal year ended December 31, 2008, which was
filed with the SEC on March 30, 2009. These documents can be
obtained free of charge from the sources indicated above.
Investors and security holders may obtain additional information
regarding the interests of such participants by reading the final
Prospectus/Proxy Statement/Information Statement, as amended or
supplemented.
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