Restoration Hardware Shareholders Approve Amended Merger Agreement
June 12 2008 - 3:29PM
PR Newswire (US)
Company Also Announces Preliminary Agreement to Settle Shareholder
Class Action CORTE MADERA, Calif., June 12 /PRNewswire-FirstCall/
-- Restoration Hardware, Inc. (NASDAQ:RSTO) announced that its
shareholders adopted the amended merger agreement between
Restoration Hardware and certain affiliates of Catterton Partners.
The amended merger agreement was adopted today at a special meeting
of shareholders of Restoration Hardware's outstanding shares of
common stock, with more than 99% of the votes cast in favor of the
amended merger agreement. "We are pleased with the outcome of
today's vote and appreciate the strong support demonstrated by our
shareholders," said Gary Friedman, Restoration Hardware's Chairman,
President and Chief Executive Officer. Restoration Hardware expects
that the transactions contemplated by the amended merger agreement
will be completed next week. Under the terms of the amended merger
agreement, all of the outstanding shares of common stock of
Restoration Hardware, other than those exchanged by certain
shareholders participating with Catterton Partners in the
transaction, will be acquired for a price per share equal to $4.50
in cash. Restoration Hardware also announced that it reached a
preliminary agreement for the settlement of a shareholder complaint
filed in the Superior Court of the State of California as a
purported class action on behalf of the public shareholders of
Restoration Hardware. The complaint was filed against Restoration
Hardware, each of its directors, Catterton Partners and certain
shareholders participating in the transaction. Under the terms of
the settlement, the action will be dismissed with prejudice. As
part of the settlement, the defendants in the litigation will
establish a common fund of $3.7 million, less the plaintiff's
attorneys' fees, to be paid to Restoration Hardware shareholders as
of the closing of the merger transaction other than those
shareholders participating with Catterton Partners in the
transaction or those shareholders who are also executive officers
or directors of Restoration Hardware. The settlement is contingent
on the closing of the merger, preliminary approval by the court,
and final approval by the court after notice to the class.
Depending on the amount of the attorneys' fees approved by the
court and certain other contingencies, the common fund will likely
result in a payment of approximately $0.10 to $0.13 per share to
the members of the class. "Despite our view that the allegations in
the lawsuit are without merit, Restoration Hardware felt it was in
the best interests of its shareholders to settle the case to
expedite the closing of the merger," said Raymond Hemmig, the
Chairman of the Independent Committee of Restoration Hardware's
Board of Directors. "In so doing, we have allowed our shareholders
to obtain the substantial premium above the share price of
Restoration Hardware's stock immediately preceding the announcement
of the original merger agreement." About Restoration Hardware
Restoration Hardware, Inc. is a specialty retailer of high quality
home furnishings, bath fixtures and bathware, functional and
decorative hardware, gifts and related merchandise that reflects
the Company's classic and authentic American point of view.
Restoration Hardware sells its merchandise offering through its
retail stores, catalog (800-762-1005) and on-line at
http://www.restorationhardware.com/ and
http://www.rhbabyandchild.com/. The Company currently operates 100
retail stores and 10 outlet stores in 30 states, the District of
Columbia and Canada. About Catterton Partners With more than $2
billion under management, Catterton Partners is a leading private
equity firm in the U.S. focused exclusively on the consumer
industry. Since its founding in 1990, Catterton has leveraged its
investment capital, strategic and operating skills, and network of
industry contacts to establish one of the strongest investment
track records in the consumer industry. Catterton invests in all
major consumer segments, including Food and Beverage, Retail and
Restaurants, Consumer Products and Services, and Media and
Marketing Services. Catterton has led investments in companies such
as Breyers(R) Yogurt Company, Wellness Pet Food, Liberty Safe,
Build-A-Bear Workshop, Cheddar's Restaurant Holdings Inc., Outback
Steakhouse, P.F. Chang's China Bistro, Baja Fresh Mexican Grill,
Frederic Fekkai, Kettle Foods, Farley's and Sathers Candy Co., and
Odwalla, Inc. More information about the firm can be found at
http://www.cpequity.com/. Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995 This release contains
forward-looking statements that involve known and unknown risks.
Such forward-looking statements include, without limitation,
statements concerning the Company's expectations regarding the
settlement of the class action lawsuit, statements regarding timing
of the closing of the merger and statements containing words such
as "likely" or "expects" and words of similar import or statements
of management's opinion. There are a number of risks and
uncertainties that could cause actual results to differ materially
from these forward-looking statements, including the following: (1)
the Company may be able to reach a definitive settlement agreement
with the plaintiff in the class action lawsuit; (2) any settlement
agreement with the plaintiff in the class action lawsuit may be
rejected by the court; (3) the definitive settlement agreement may
not be on the same terms that were reached in the preliminary
settlement; (4) conditions to the closing of the merger agreement
may not be satisfied; or (5) the transaction may involve unexpected
costs, unexpected liabilities or unexpected delays. Additional
factors that may affect the future results of the Company are set
forth in its filings with the Securities and Exchange Commission,
including its recent filings on Forms 10-K, 10-Q and 8-K,
including, but not limited to, those described in the Company's
Form 10-Q for the fiscal quarter ended May 3, 2008, in Part I, Item
2 thereof ("Management's Discussion and Analysis of Financial
Condition and Results of Operations"), in Part I, Item 4 thereof
("Controls and Procedures"), and in Part II, Item 1A thereof ("Risk
Factors"). Unless required by law, the Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. CONTACT: Chris Newman CFO of Restoration Hardware,
Inc. 415-945-4530 Sitrick and Company Michael Sitrick 310-788-2850
Lance Ignon 415-793-8851 Catterton Partners Eric Brielmann / Andrea
Salas Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
DATASOURCE: Restoration Hardware, Inc. CONTACT: Chris Newman, CFO
of Restoration Hardware, Inc., +1-415-945-4530; or Michael Sitrick,
+1-310-788-2850, or Lance Ignon, +1-415-793-8851, both of Sitrick
and Company, for Restoration Hardware, Inc.; or Eric Brielmann, or
Andrea Salas, both of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-355-4449, for Catterton Partners Web site:
http://www.restorationhardware.com/
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