TIG Advisors Files Definitive Proxy Materials to Oppose Zale Merger with Signet
May 23, 2014
Zale merger with Signet represents an inequitable distribution of
Proposed merger consideration is inadequate and below standalone
value of Zale
TIG Advisors strongly urges fellow stockholders to vote BLUE proxy
AGAINST proposed merger
NEW YORK--(BUSINESS WIRE)--
TIG Advisors, LLC (“TIG Advisors” and together with its affiliates the
“TIG Advisors Group” or “we”) a stockholder of Zale Corporation
(NYSE:ZLC) (“Zale” or the “Company”), owning approximately 9.5% of its
outstanding shares of common stock, today filed definitive
proxy materials with the Securities and Exchange Commission
(SEC) in connection with the special meeting of Zale stockholders
scheduled for May 29, 2014 to consider the proposed merger of Zale with
Signet Jewelers Limited (NYSE:SIG) (“Signet”) for $21 per share in cash.
TIG Advisors urges all shareholders to join it in voting AGAINST
Signet’s inadequate $21 per share offer for Zale.
Our public filings with the SEC detail the many
flaws in the valuation of Zale and the negotiation of the agreement,
that led us to oppose the transaction, including:
1. Proposed merger consideration is inadequate and below the standalone
value of Zale;
2. Use of an inappropriate share price benchmark to value the
transaction, at a time when Management’s projections for the Company
were not known to investors;
3. Failure to include an equitable share of expected synergies resulting
in an inequitable distribution of value between stockholders of Zale and
Signet. Signet is receiving ~5x the value received by Zale stockholders;
4. Shortcomings in the BofA fairness analysis, also tainted by a
potential conflict on BoA’s part; and
5. Potential conflicts of interest with Golden Gate Capital as a result
of the inclusion of Golden Gate’s representative on the negotiation
committee. Creating an inherent conflict of interest between a 23%
stockholder looking to sell its stake and a Board decision over the
right course to maximize shareholder value.
TIG Advisors is a substantial Zale stockholder, owning approximately
9.5% of its stock. We intend to vote AGAINST
the inadequate $21 per share offer for Zale, and we strongly urge all
our fellow stockholders to do the same.
Support our efforts by voting on the BLUE proxy card by internet,
telephone or mail AGAINST the
approval of the Merger Agreement and related compensation proposals at
the Special Meeting. Alternatively, you may use management’s white proxy
card to vote AGAINST the proposals.
Even if you have previously deposited a management white proxy card
in support of the proposals, you can still change your vote by voting
your BLUE proxy AGAINST the merger.
If you have any questions, require assistance in voting your proxy,
or require replacement proxy materials, we encourage you to immediately
contact Charlie Koons 212-929-5708 or Larry Dennedy 212-929-5239 at
About TIG Advisors
TIG Advisors, LLC ("TIG") is an SEC registered investment adviser.
Founded in 1980, the firm is engaged in the active management of
alternative investment funds and their underlying businesses. The
company seeks to partner with experienced and talented portfolio
managers that it believes have proven and repeatable investment
processes. The firm strives to provide a platform for managers to
preserve the culture, philosophy, and research capability that is
distinct to their investment discipline, while also drawing on the
institutional infrastructure of TIG.