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NAF Closes In on Hampshire

NAF Holdings revealed Monday it had amassed more than 85 percent of Hampshire's outstanding shares.

Efrem Gerszberg’s NAF Holdings II has cleared one hurdle on its way to acquiring Hampshire Group Ltd. and lowered another.


The investment group revealed Monday it had amassed more than 85 percent of the sweater and sportswear firm’s outstanding shares as of April 17. Its bid to take Hampshire private hinged on the acquisition of at least 81.7 percent of the manufacturer’s shares, among other conditions.

The companies also said Monday NAF has lowered the amount of funds its initial offer required Hampshire to have on hand to $37 million from $38 million and moved up the deal’s termination date to April 26 from June 23.

Federal law required NAF to extend the deadline on its tender offer until midnight on Friday, April 24, because of the material changes to the proposal. The deadline had been 5 p.m. on April 17. NAF will merge into Hampshire upon completion of the deal. Hampshire declined to provide a reason for the lowered funds requirement and Gerszberg did not return a call seeking comment.

Earlier this month, Hampshire said it had violated a financial covenant on a $125 million revolving credit facility with HSBC, disclosed a $29.9 million loss for fiscal 2008 and revealed its independent auditors had doubts about its future as a going concern. Last week, the company tapped Richard Mandell, who had been its director since April 2008, as president and chief executive officer. His predecessor, Michael Culang, resigned.

Gerszberg, who is also the president of George Foreman Enterprises, initiated the takeover through NAF in February with an offer of $5.55 a share for common stock, which put the minimum purchase price at $24.9 million. The offer to shareholders represented a roughly 200 percent premium on the stock at the time.

In addition to private label work for Macy’s, Nordstrom and Bloomingdale’s, Hampshire licenses the Joseph Abboud, Geoffrey Beene and Dockers brands. Shares of the company closed Monday at $5.40, up 5 cents or 0.9 percent.

Gerszberg has served on the board of Marc Ecko Enterprises and is the younger brother of its ceo, Seth Gerszberg.