Maidenform Brands Inc. has filed its proxy in connection with its agreement to be acquired by Hanesbrands Inc. for $575 million.
According to the proxy, the company will hold a special meeting of stockholders on Oct. 3 at the offices of its law firm, Davis Polk & Wardwell, at 450 Lexington Ave. at 9 a.m. The stockholders will be asked to vote on the proposal to approve the merger. The proxy also said an affirmative vote of the holders of a majority of the outstanding shares of Maidenform common stock is required to approve and adopt the merger agreement.
Only the holders of record of Maidenform common stock at the close of business on Aug. 23, 2013, are entitled to notice of the meeting and to vote on the proposal.
As expected, the Maidenform board said in the regulatory filing, filed with the Securities and Exchange Commission Tuesday afternoon, that it “unanimously recommends” a vote in favor of the proposal.
The merger, if approved by a majority of the stockholders, is expected to be completed by the end of the year.
The document didn’t provide any further clarity on the future role that Maidenform’s chief executive officer, Maurice S. Reznik, may have following the merger. It did state that Reznik has an employment agreement with Maidenform, and would be entitled to severance should his employment end. Severance would consist of a multiple of his base salary and bonus, as well as payment of the cost of medical premiums. Reznik has a base salary of $1.4 million, plus a bonus of nearly $1.8 million. In addition, he would be entitled to payment for outplacement services. There’s also a provision in his employment agreement that prevents him from seeking employment that is directly competitive with Maidenform’s business for a period of 18 months. Other executives, such as the company’s chief financial officer, have a noncompete restriction of just 12 months.
According to the proxy, Guggenheim Securities, Maidenform’s financial advisor, held conversations with nine other potential acquirers. While they were only identified by an alphabet soup of letters, there was information in the proxy that indicated at least one was a financial sponsor and one other was a strategic party, separate from Hanesbrands.