Volcom’s Board of Directors Recommends Stockholders Accept PPR’s Cash Tender Offer
May 11 2011 - 4:51PM
Business Wire
Volcom, Inc. (NASDAQ: VLCM) announced today that its Board of
Directors unanimously recommends that Volcom’s stockholders tender
their shares to PPR S.A. (FR 0000121485, PRTP.PA, PPFP) at the
previously announced price of $24.50 per share of Volcom’s common
stock.
On May 2, 2011, Volcom and PPR announced a definitive merger
agreement, whereby PPR would acquire Volcom in a cash tender offer
and subsequent merger for a total enterprise value of approximately
$516.1 million. Following the transaction, Volcom will be a wholly
owned subsidiary of PPR.
The transaction is expected to close during the third quarter of
2011 and is subject to various conditions, including the tender of
at least a majority of the outstanding shares, calculated on a
fully-diluted basis, of Volcom’s common stock in the tender offer
and the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and other applicable
regulatory approvals. Following completion of the tender offer, PPR
will acquire all remaining shares of Volcom’s common stock through
a second step merger at the same price per share paid in the tender
offer (without interest and subject to applicable withholding
taxes).
In consultation with its independent financial and legal
advisors, Volcom has filed a solicitation/ recommendation statement
on Schedule 14D-9 with the Securities and Exchange Commission.
Stockholders of Volcom are advised to read Volcom’s
Schedule 14D-9 statement because it contains important
information. Stockholders may obtain a free copy of the statement
at the SEC’s website at www.sec.gov. Stockholders may also obtain,
without charge, a copy of the statement from Volcom by telephone at
(949) 646-2175, by mail at Volcom, Inc., Attn: General Counsel,
1740 Monrovia Avenue, Costa Mesa, CA 92627, or by going to Volcom’s
Investor Relations page on its corporate web site at www.volcom.com.
Wells Fargo Securities, LLC is serving as financial advisor, and
Latham & Watkins LLP is serving as legal counsel, to
Volcom.
About Volcom, Inc.
Volcom is an innovative designer, marketer and distributor of
premium quality young mens and womens clothing, accessories and
related products. The Volcom brand, symbolized by The Stone, is
athlete-driven, creative and forward thinking. Volcom has
consistently followed its motto of “youth against establishment,”
and the brand is inspired by the energy of youth culture. Volcom
and Electric branded products are sold throughout the United States
and internationally. Volcom’s news announcements and SEC filings
are available through the company’s website at www.volcom.com.
Note on Forward-Looking Statements
Certain statements either contained in or
incorporated by reference into this document are “forward-looking
statements” including, but not limited to, statements regarding the
combined companies’ plans following, and the expected completion
of, the proposed acquisition. These forward-looking statements
involve certain risks and uncertainties that could cause actual
results to differ materially from those indicated in such
forward-looking statements and generally include statements that
are predictive in nature and depend upon or refer to future events
or conditions. Risks and uncertainties include the ability of
Volcom and PPR to complete the transactions contemplated in the
merger agreement, including the parties’ abilities to satisfy the
conditions to the consummation of the proposed acquisition; the
possibility of any termination of the merger agreement; the timing
of the tender offer and the subsequent merger; uncertainties as to
how many of Volcom’s stockholders will tender their shares of
common stock in the tender offer; the possibility that various
other conditions to the consummation of the tender offer or the
subsequent merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the acquisition; other uncertainties
pertaining to the business of Volcom or PPR; the continuing global
economic uncertainty and other risks detailed in Volcom’s public
filings with the SEC from time to time, including Volcom’s most
recent Annual Report on Form 10-K for the year ended
December 31, 2010 and its subsequently filed SEC reports, each
as filed with the SEC, which contain and identify important factors
that could cause actual results to differ materially from those
contained in the forward-looking statements. The reader is
cautioned not to unduly rely on these forward-looking statements.
Volcom expressly disclaims any intent or obligation to update or
revise publicly these forward-looking statements except as required
by law.
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