NEW YORK, Sept. 25, 2012 /PRNewswire/ -- Kenneth Cole
Productions, Inc. (NYSE: KCP) (the "Company") announced today the
completion of its acquisition pursuant to the previously announced
merger agreement under which Kenneth D.
Cole, Chairman and Chief Creative Officer of the Company and
beneficial holder of approximately 46% of the Company's outstanding
common stock (representing approximately 89% of the voting power),
has acquired the Company through KCP Holdco, Inc., an entity he
controls that was formed for the purpose of the acquisition. Under
the terms of the merger agreement, the Company's shareholders,
excluding Mr. Cole and his affiliated entities, will receive
$15.25 per share in cash.
(Logo:
http://photos.prnewswire.com/prnh/20111101/MM98089LOGO )
The transaction was approved by the Company's stockholders at a
special meeting of shareholders held on September 24, 2012. The merger was approved by
holders of approximately 98% of the shares of the Company's
outstanding common stock, and by holders of approximately 80% of
the shares not owned by Mr. Cole or his affiliated entities.
In addition, the company's stockholders also approved, by a
non-binding, advisory vote, compensation payable to the Company's
named executive officers in connection with the merger.
The Company's common stock will be delisted from the New York
Stock Exchange.
BofA Merrill Lynch acted as financial advisor to the special
committee of the Company's Board of Directors, and Sidley Austin
LLP acted as legal advisor to the special committee.
Peter J. Solomon Company acted as financial advisor to
Mr. Cole, and Willkie Farr & Gallagher LLP acted as
legal advisor to Mr. Cole.
About Kenneth Cole Productions, Inc.
Kenneth Cole Productions, Inc. designs, sources, and
markets a broad range of footwear, handbags, apparel and
accessories under the brand names Kenneth Cole New
York; Kenneth Cole Reaction;
and Unlisted, as well as footwear under the proprietary
trademark Gentle Souls. The Company has also granted a
wide variety of third party licenses for the production of men's,
women's and children's apparel as well as fragrances, watches,
jewelry, eyewear, and several other accessory categories. The
Company's products are distributed through department stores,
better specialty stores, company-owned retail stores and its
e-commerce website. Further information can be found
at http://www.kennethcole.com.
Forward-Looking Statements:
Certain statements herein are "forward-looking statements". Such
forward-looking statements reflect the Company's current
expectations or beliefs concerning future events and actual results
of operations may differ materially from historical results or
current expectations. Any such forward-looking statements are
subject to various risks and uncertainties, including the strength
of the economy, changes in the overall level of consumer spending
or preferences in apparel, our ability to compete with other
retailers, the performance of the Company's products within the
prevailing retail environment, our strategy and expansion plans,
systems upgrades, reliance on key personnel, trade restrictions,
political or financial instability in countries where the Company's
goods are manufactured, postal rate increases, paper and printing
costs, availability of suitable store locations at appropriate
terms and other factors which are set forth in the Company's Form
10-K and in all filings with the SEC made by the Company subsequent
to the filing of the Form 10-K. The Company does not undertake to
publicly update or revise its forward-looking statements, whether
as a result of new information, future events or otherwise.
SOURCE Kenneth Cole Productions, Inc.