PICKERINGTON, Ohio, March 16 /PRNewswire-FirstCall/ --
R.G. Barry Corporation (NASDAQ:DFZ) today announced that its Board of Directors has reviewed and unanimously rejected as not being in the best interest of its shareholders the unsolicited proposal to acquire the Company made January 28, 2009 by Mill Road Capital.
"Consistent with our fiduciary responsibilities, and supported by advice from our financial and legal advisors, our Board gave careful consideration to Mill Road's proposal, concluded that it does not represent adequate value for our shareholders, and rejected it," said Gordon Zacks, Chairman of the Board of Directors of R.G. Barry Corporation. "Because we believe that our business plan is likely to deliver greater value to our shareholders over time, the Board concluded that the Mill Road proposal does not merit further consideration. Our Board and management team remains committed to delivering maximum value for our shareholders over time."
Greg Tunney, President and Chief Executive Officer, said, "Our Board believes that it is in the best interest of R.G. Barry's shareholders to continue the Company's strategy of managing its traditional business to generate attractive returns to shareholders while at the same time introducing new and innovative products to new channels and exploring targeted acquisitions and other growth initiatives to generate additional value for shareholders. We believe our share price is undervalued in the current depressed stock market and does not reflect the true value of our business."
Evaluation of Capital
The Company also announced that its Board of Directors, with the assistance of its financial advisors, has evaluated whether the Company is accumulating capital beyond what it needs to support its business objective of profitable growth. While the Board supports the goal of returning capital to shareholders if it cannot be used effectively in the Company's business, it has concluded that it would not be prudent at this time to initiate a dividend policy or otherwise make a cash distribution to shareholders in light of the very difficult conditions in the retail industry and the challenges that even profitable companies are experiencing in obtaining financing. The Board intends to re-evaluate this decision on an ongoing basis.
About R.G. Barry Corporation
R.G. Barry Corporation, the Dearfoams(R) company, is one of the world's leading developers and marketers of accessory footwear. Visit us online at http://www.rgbarry.com/ to learn more about our business.
Forward-Looking Statements
Some of the disclosures in this news release contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "could," "should," "anticipate," "believe," "estimate," or words with similar meanings. Any statements that refer to projections of our future performance, anticipated trends in our business and other characterization of future events or circumstances are forward-looking statements. These statements, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, are based upon our current plans and strategies and reflect our current assessment of the risks and uncertainties related to our business. These risks could include, but are not limited to, things such as: our continuing ability to source products from third-parties located outside North America; competitive cost pressures; the loss of retailer customers to competitors, consolidations, bankruptcies or liquidations; shifts in consumer preferences; the impact of the highly seasonal nature of our business upon our operations; inaccurate forecasting of consumer demand; difficulties liquidating excess inventory; disruption of our supply chain or distribution networks; and, our investment of excess cash in certificates of deposit and other non-auction rate marketable securities. You should read this press release carefully, because the forward-looking statements contained in it (1) discuss our future expectations; (2) contain projections of our future results of operations or of our future financial condition; or (3) state other "forward-looking" information. The risk factors described in this press release and in our filings with the Securities and Exchange Commission, in particular "Item 1A. Risk Factors" of Part I of our Annual Report on Form 10-K for the fiscal year ended June 28, 2008 (the "2008 Form 10-K"), give examples of the types of uncertainties that may cause actual performance to differ materially from the expectations we describe in our forward-looking statements. If the events described in "Item 1A. Risk Factors" of Part I of our 2008 Form 10-K occur, they could have a material adverse effect on our business, operating results and financial condition. You should also know that it is impossible to predict or identify all risks and uncertainties related to our business. Consequently, no one should consider any such list to be a complete set of all potential risks and uncertainties. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the statement is made to reflect unanticipated events. Any further disclosures in our filings with the Securities and Exchange Commission should also be considered.
DATASOURCE: R.G. Barry Corporation
CONTACT: Roy Youst, Director Investor & Corp. Communications,
+1-614-729-7275, or Jose G. Ibarra, Senior Vice President Finance/CFO,
+1-614-864-6400, both of R.G. Barry Corporation
Web Site: http://www.rgbarry.com/