News Column

R. G. Barry Corporation Announces End of "Go-Shop" Period and Designation of an Excluded Party

June 21, 2014



By a News Reporter-Staff News Editor at Investment Weekly News -- Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) ("R. G. Barry" or the "Company"), announced the expiration on May 31, 2014 of the 30-day "go-shop" period provided for under the terms of the previously announced Agreement and Plan of Merger (the "Merger Agreement") between the Company and affiliates of Mill Road Capital, a private equity firm, and also announced that it has received an alternative acquisition proposal from a third party to acquire all of the outstanding common shares of the Company (the "Alternative Proposal").

During the "go-shop" period, representatives of Peter J. Solomon Company L.P. ("PJSC"), financial advisor to the Company's Board of Directors (the "Board"), contacted a total of 31 potential acquirers, comprised of 10 strategic parties and 21 financial parties that R. G. Barry and PJSC believed might be interested in a possible alternative transaction to the merger with an affiliate of Mill Road Capital. As a result of these efforts, R. G. Barry received the Alternative Proposal.

After consulting with its financial and legal advisors, the Board has determined, pursuant to Section 5.2 of the Merger Agreement, that the Alternative Proposal could reasonably be expected to result in a "Superior Proposal" (as defined in the Merger Agreement), and also has determined that the third party that submitted the Alternative Proposal is an "Excluded Party" (as defined in the Merger Agreement). By determining that the third party who submitted the Alternative Proposal is an Excluded Party, the Company is permitted, subject to compliance with the provisions of the Merger Agreement, to continue to furnish information to, and engage in further discussions and negotiations with, such party. The Merger Agreement sets forth requirements and limitations with respect to the Board's process in addressing the Alternative Proposal.

The Board has not determined that the Alternative Proposal constitutes a Superior Proposal under the Merger Agreement. The Alternative Proposal is subject to several conditions, including completion of due diligence and the negotiation of mutually acceptable definitive agreements. Accordingly, there can be no assurance that the Alternative Proposal will ultimately result in a Superior Proposal (or the timing thereof) because discussions and negotiations with the Excluded Party could terminate at any time.

The Board has not changed its recommendation that the Company's shareholders vote to adopt the Merger Agreement with Mill Road Capital.

PJSC is serving as financial advisor and Vorys, Sater, Seymour and Pease LLP is serving as legal advisor to the Board in connection with the pending merger and the Alternative Proposal.

Keywords for this news article include: Investment and Finance, R.G. Barry Corporation, Mergers and Acquisitions.

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Source: Investment Weekly News


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