Byline: Peter Braunstein
NEW YORK — Fashionmall.com has responded with skepticism to an offer letter emanating last Thursday from Narax, Inc., bidding to acquire the fashion and apparel accessories e-tailer for $3.50 a share. Fashionmall chief executive officer Ben Narasin responded to the bid offer Friday, noting in a published statement that the acquisition offer was received by fax machine, without an accompanying phone call from Narax president Michael Savage, and that the offer letter included the following sentence: “Please note this communication describes a non-binding proposal and does not constitute a binding offer.”
In an interview with WWD on Friday, Narasin confirmed that he had finally reached Savage by phone and solicited additional information about Narax, Inc., a Beverly Hills, California-based mergers and acquisitions firm. “I told [Savage] we were skeptical of his offer and would do a press release,” said Narasin. “The board will review the offer, but in order to gauge the seriousness of intent we need to know more about his company.” Narasin remarked that the Narax offer seemed in some ways like a “deja vu” of the previous bid offer of $3 a share made by Internet holding company Sitestar in October, which never came to anything.
In an added twist, both Sitestar and Narax appear to have more in common with each other than a mutual interest in Fashionmall. Narax president Savage is also president and board member of a Nevada company called TransAmerican Holding, which lists Sitestar chairman Frederick Manlunas as a former director. Late Friday Savage admitted to having “heard of” Manlunas, but claimed to have “no relationship at all” with him even despite both men’s affiliation with Nevada-based holding company.
Narasin claims that Narax has “Middle Eastern money” behind it, but that so far he has received no additional information about the firm from Savage or another principal. “Right now, there’s nothing that’s going to make me jump up and down and say ‘we’ve got to move on this right now’,” he said.
At present, and previously during the bid offer made by Sitestar, Narasin has emphasized the fact that acquisition offers have fallen considerably short of Fashionmall’s book value, which Narasin had previously estimated at $5 a share. “We currently have roughly $35 million in free cash, and $7.5 million common shares available,” he said. “The Narax offer is below the cash book value — I’m not even touching on Fashionmall’s asset value.”
Ultimately, Narasin reiterated that it was impossible to gauge Narax’s intent without further information. “It comes down to what they can bring to us,” he said. “On the other hand, an offer by, let’s say, LVMH, would have significant strategic value.”
Late Friday, Fashionmall received yet another bid, this time from Van Nuys, California-based GenesisIntermedia.com, which proposed a stock and cash deal worth $52.5 million. Fashionmall issued another statement that the offer was under review. Meanwhile, Fashionmall’s trading volume Friday reached 1.1 million (versus a norm of 39,500 shares a day), as its share price jumped to $4.12.