JUST VOTE “FOR”: The two leading independent proxy advisory firms — Institutional Shareholder Services and Glass Lewis & Co. — have recommended that Perry Ellis shareholders vote in favor of the transaction by former chairman George Feldenkreis to take the company private in a $437 million cash deal at $27.50 a share.
ISS said the company’s special committee took steps to maximize shareholder value that included “soliciting competing bids from 18 other potential acquirers and engaging in a lengthy negotiation with Randa, despite facing public pressure from the original bidder.”
Glass Lewis said the “executed agreement appears to be reasonably consistent with industry trends and the premiums generally realized by investors across recent all-cash buyouts.”
J. David Scheiner, non-executive chairman of Perry Ellis and chair of the special committee, said, “We remain confident that this transaction is the best path forward for all stakeholders and represents full and fair value while delivering an immediate cash premium to Perry Ellis shareholders.”
Perry Ellis shareholders are slated to meet on Oct. 18 to vote on the proposed merger. The recommendations by the two proxy firms are seen as key to Feldenkreis obtaining the required shareholder votes to get the deal done. That’s because institutional investors — the major financial institutions — tend to follow the recommendations of the proxy advisory firms.
Presuming Feldenkreis obtains the approval of a majority of votes, the planned transaction would then close within a short period of time thereafter.