Four days after the special committee of the Perry Ellis International Inc. board reaffirmed its support for George Feldenkreis’ offer to take the company private, Randa Accessories laid out why it believes shareholders should line up behind its offer, which is slightly higher: $28 a share, as compared with Feldenkreis’ $27.50 a share.In a letter sent to the special committee this morning, Jeffrey Spiegel, Randa’s chief executive officer, wrote: “We were disappointed to read of your decision not to engage with us regarding our compelling proposal that would provide superior value to your shareholders than your existing merger agreement with George Feldenkreis (the insider transaction).” Spiegel said the deal with Feldenkreis “expressly permits the special committee to engage in discussions to clarify the terms of any unsolicited proposal it receives and, further, to engage in negotiations with regards to such a proposal that is reasonably expected to lead to a superior proposal.”Yet the committee has “not once directly contacted us or our representatives.” Instead, the committee’s decision has been delivered via press release, Randa said.As a result, Randa said it would address what it said were inaccuracies in the committee’s statement last week. That included the committee's questioning of its financing ability. Spiegel said Randa has obtained “executed debt commitment papers from world-class financial institutions” that are “more than sufficient to consummate our proposed transaction.”Additionally, Randa said it has not been granted access to key business contacts readily available to Feldenkreis and his son, Perry Ellis ceo Oscar. Once that is obtained, Spiegel wrote, a “mutually acceptable definitive merger agreement [could be executed] within 24 hours.”He said a transaction with Randa could be completed prior to that of the Feldenkreis deal and “would not require the added complexity, cost and timing associated with the shareholder litigation and SEC filings and review associated with the insider transaction.”He said Randa remains committed to pursuing the acquisition and asked again that the special committee meet “to quickly negotiate and finalize any and all documentation necessary to effectuate this transaction.”Perry Ellis’ special committee said last week that Randa’s July 1 proposal was “not solicited,” and was “substantially similar to a nonbinding $27.75 per share proposal made by Randa” during the committee’s strategic review process.Specifically, the special committee said it unanimously determined, after consulting with legal and financial advisers, that the “Randa proposal does not satisfy the requirements in the Feldenkreis merger agreement for granting due diligence access or commencing negotiation with respect to a competing takeover proposal.”It also noted that the proposal is “highly conditional, nonbinding and insufficient in terms of value and certainty of the provided debt financing commitments, as well as the lack of evidence of sufficient cash equity on hand.” Other factors of concern for the special committee were the additional timing to enter into and complete a potential transaction with Randa, as well as the “inclusion of an unprecedented 3 percent fee payable by [Perry Ellis] to Randa if shareholders vote down the transaction, versus no such penalty if shareholders vote down the Feldenkreis merger.”Unless things change, Perry Ellis will send a proxy statement to shareholders with just the Feldenkreis offer as an option and they will not be afforded the opportunity to choose between the two.However, if the committee does agree to meet with Randa and ultimately deem that offer superior, it would terminate the transaction with Feldenkreis and sign a merger agreement with Randa that would then be presented to shareholders. Given the committee’s decision not to engage in discussions with Randa, however, that seems like a long shot unless the shareholders put pressure on the committee to negotiate.
Exclusive: @longchamp is planning to stage its first official runway show at New York Fashion Week this fall. The French leather goods firm has expanded into ready-to-wear as part of its repositioning as a lifestyle brand. The show, scheduled for September 8, will also cap the brand’s 70th anniversary celebration. Get all the details on WWD.com. #wwdnews #wwdfashion (📷: @dominiquemaitre)
The Duke and Duchess of Sussex undertook their first overseas engagement as a married couple in Dublin. The trip included multiple events and outfits changes, including this black dress by @emiliawickstead that Meghan Markle wore for a party at the British Ambassador’s home. #wwdfashion #royals
At 20 years old – and with an estimated net worth of $900 million - @kyliejenner is the youngest person to ever make @forbes’ annual list of America’s Richest #SelfMadeWomen. “It’s incredible to be recognized for something I’m so passionate about, and I’m really grateful for that. I’ve always loved makeup and worked really hard to bring the first lip kit to the market,” said Jenner on founding @kyliecosmetics. See who else is on the list on WWD.com. #wwdnews #wwdbeauty (📷: @rainerhosch)
“The collection is inspired by Tulum and the Mayan Riviera – its laid-back luxury, life of cabanas, untouched coastline, natural habitats, exotic cocktails and jungle parties with renowned DJs,” said Matteo Maniatty, creative director and cofounder of @descendantofthieves, on the brand’s inspiration for its latest collection. See more designer sketches and inspirations on WWD.com. #wwdfashion #nyfwmens #nyfw
@riccardotisci17 is releasing a limited-edition capsule collection as part of his anticipated runway debut for @burberry in September. Delivered in a series of instant drops, this is the second Burberry capsule collection announced since Friday, when Tisci broke the news on his collaboration with @viviennewestwood. Get all the details on WWD.com. #wwdfashion #wwdnews
“It’s like a Cinderella story. You get a little fake, you get a little real, you put it together and voilà,” said legendary rapper Slick Rick, who helped pioneer the merge of luxury and streetwear. WWD’s @ariahughes spoke to @therulernyc about his jewelry collection, his collaboration with @bally and how the industry has evolved – link in bio. (📷: @kristaschlueter)
@ragandbone and @eminem are teaming up on a special capsule collection of streetwear pieces. Sold at a one-day pop-up in London’s Soho on Friday, the collection features three different T-shirt designs and a hoodie. The capsule is set to kick off the rest of Eminem’s shows in his European Revival Tour, which ends on Sunday. Get all the details on WWD.com. #wwdfashion