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 that it has submitted written notice to the NASDAQ Global Market ("NASDAQ") of its intention to voluntarily delist from NASDAQ the Company's common shares, par value $1.00 per share, and the associated Series II Junior Participating Class A Preferred Shares, par value $1.00 per share (collectively, the "Shares").
As previously announced, the Company entered into an Agreement and Plan of Merger, dated May 1, 2014 (the "Merger Agreement"), with MRGB Hold Co., a wholly-owned affiliate of Mill Road Capital, a private equity firm, and MRVK Merger Co., a wholly-owned subsidiary of MRGB Hold Co., pursuant to which MRVK Merger Co. will merge with and into the Company, with the Company continuing as the surviving corporation (the "Merger").The Company has called a Special Meeting of Shareholders to be held on September 3, 2014 to consider and vote on, among other matters, the adoption of the Merger Agreement.If the shareholders of the Company adopt the Merger Agreement at the Special Meeting, the Company expects the Merger to be completed on or about September 3, 2014.
Upon completion of the Merger, each common share of the Company outstanding immediately prior to the effective time of the Merger (other than those common shares owned by the Company, MRGB Hold Co. or MRVK Merger Co. and any common shares as to which shareholders of the Company have properly exercised dissenting shareholders' rights pursuant to Ohio law) will be converted into the right to receive $19.00 in cash, without interest and less any applicable withholding taxes, and MRGB Hold Co. will own all of our outstanding common shares (and the associated Series II Junior Participating Class A Preferred Shares).
Today, the Company notified NASDAQ of its intention to file a Form 25 ("Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934") with the Securities and Exchange Commission (the "SEC") on August 25, 2014. Assuming that the Merger Agreement is adopted by our shareholders and the Merger is completed on September 3, 2014, the Form 25 filing will be effective and the Shares will be delisted from NASDAQ on September 4, 2014. Upon effectiveness of the Form 25 filing, the Company also intends to file, on September 4, 2014, a Form 15 with the SEC to terminate the registration of the Shares under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and to notify the SEC of the automatic suspension of its public reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
As of the date of the Company's filing of the Form 15, its obligation to file certain reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended, and other filing requirements will terminate upon the effectiveness of the deregistration, which should occur 90 days after the filing of the Form 15.
Peter J. Solomon Company L.P. is serving as financial advisor and Vorys, Sater, Seymour and Pease LLP is serving as legal advisor to the Board in connection with the Merger.
Keywords for this news article include: Investment and Finance, R. G. Barry Corporation, Mergers and Acquisitions.
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