Trans World Entertainment Corporation Announces Filing of Definitive Proxy Statement for Special Stockholders Meeting on Mond...
February 07 2020 - 4:30PM
Trans World Entertainment (Nasdaq – TWMC, “TWEC” or the “Company”)
a leading specialty retailer of entertainment and pop culture
merchandise with stores in the United States and Puerto Rico,
primarily under the name fye, for your entertainment, and on
the web at www.fye.com and www.secondspin.com,
announced today that it has filed with the U.S. Securities and
Exchange Commission (“SEC”) its definitive proxy statement in
connection with the Company's previously announced agreement to
sell substantially all of the assets of the Company’s fye segment
to a subsidiary of Sunrise Records and Entertainment Ltd. (the
“Transaction”).
The definitive proxy statement is available on
the Investors section of the Company’s website, www.twec.com, as
well as www.sec.gov, and, commencing on or about February 7, 2020,
will be sent to all TWEC stockholders entitled to vote at the
special stockholders meeting scheduled to take place on Monday,
February 17, 2020, at 10:00 a.m. ET at Trans World Entertainment
Corporation, 38 Corporate Circle, Albany, NY 12203. All
stockholders of record of TWEC’s common stock as of the close of
business on January 27, 2020 will be entitled to vote their shares
either in person or by proxy at the special stockholders meeting.
Stockholders will be asked to vote on, among other proposals, a
proposal to approve the Transaction. The Company’s
board of directors has unanimously recommended that
stockholders vote in favor of the proposal to approve the
Transaction.
The Transaction is expected to close in the
first quarter of 2020, subject to the satisfaction or waiver of
customary closing conditions set forth in the purchase agreement,
including the receipt of certain third party consents and the
approval by at least two-thirds of the Company’s stockholders.
Additional Information and Where to Find
It
In connection with its Transaction, the Company
has filed with the SEC and furnished to its stockholders a proxy
statement on Schedule 14A, as well as other relevant materials
concerning the Transaction. This communication is not a substitute
for the proxy statement or for any other document that the Company
has filed or may file with the SEC and send to its stockholders in
connection with the Transaction. STOCKHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE PROXY STATEMENT FOR THE TRANSACTION, AND ANY
AMENDMENT OR SUPPLEMENT THERETO THAT MAY BE FILED, WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY
AND THE TRANSACTION. All such documents, when filed, are available
without charge at the SEC’s website (http://www.sec.gov), at the
Company’s website at http://www.twec.com/investors or by sending a
written request to the Company’s Corporate Secretary, 38 Corporate
Circle, Albany, NY 12203.
Participants in the
Solicitation
The Company and certain of its directors,
executive officers, and employees may be deemed to be participants
in the solicitation of proxies in respect of the Transaction.
Information regarding the interests of the Company’s participants
is set forth in the Company’s Annual Report on Form 10-K for the
fiscal year ended February 2, 2019 and the Company’s proxy
statement, filed with the SEC on May 29, 2019 (as supplemented),
for its 2019 annual meeting of stockholders. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests in the
Transaction, by security holdings or otherwise, is contained in the
proxy statement and other relevant materials filed with the SEC in
connection with the Transaction.
Cautionary Statement Regarding
Forward-Looking Statements
This document includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Certain statements in this communication are
forward-looking statements, including, without limitation, the
statements made concerning the Transaction. The statements
contained in this document that are not statements of historical
fact may include forward-looking statements that involve a number
of risks and uncertainties.
We have used the words “anticipate”, “believe”,
“could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”,
“project”, and similar terms and phrases, including references to
assumptions, in this document to identify forward-looking
statements. Examples of forward-looking statements include, but are
not limited to, those regarding the transactions contemplated by
the Asset Purchase Agreement. These forward-looking statements are
made based on management’s expectations and beliefs concerning
future events and are subject to uncertainties and factors that
could cause actual results to differ materially from the results
expressed in the statements. The following factors are among those
that may cause actual results to differ materially from the
Company’s forward-looking statements:
- the risk that the Transaction may not be completed in a timely
manner or at all, which may adversely affect the Company’s business
and the price of the Company’s common stock;
- the failure to satisfy any of the conditions to the
consummation of the Transaction, including the adoption of the
purchase agreement by the Company’s stockholders and the receipt of
third party consents;
- the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the Asset
Purchase Agreement;
- the effect of the announcement or pendency of the Transaction
on the Company’s business relationships, operating results and
business generally;
- risks that the Transaction disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the Transaction;
- risks related to diverting management’s attention from the
Company’s ongoing business operations;
- the outcome of any legal proceedings that may be instituted
against the Company related to the Transaction,
- unexpected costs, charges, expenses, liabilities or delays in
the consummation of the Transaction;
- the Company’s ability to operate as a going-concern following
the closing of the Transaction; and
- other risks described in the Company’s filings with the SEC,
such as its Quarterly Reports on Form 10-Q and Annual Reports on
Form 10-K.
The reader should keep in mind that any
forward-looking statement made by us in this document, or
elsewhere, pertains only as of the date on which we make it. New
risks and uncertainties come up from time-to-time and it’s
impossible for us to predict these events or how they may affect
us. In light of these risks and uncertainties, you should keep in
mind that any forward-looking statements made in this report or
elsewhere might not occur.
Contact: |
|
Trans World Entertainment |
Financial Relations Board |
Edwin Sapienza |
Marilynn Meek |
Chief Financial Officer |
(mmeek@frbir.com) |
(518) 452-1242 |
(212) 827-3773 |
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