Joe’s Jeans Announces Completion of Sale of its Joe’s® Brand to Sequential Brands Group
September 14 2015 - 5:00AM
Business Wire
Joe’s Jeans Inc. (NASDAQ: JOEZ) (the “Company”) announced today
that it has completed the sale of certain of its operating and
intellectual property assets related to the Joe’s® brand and
business for an aggregate purchase price of $80 million, led by
Sequential Brands Group, Inc. (NASDAQ: SQBG) (“SQBG”). SQBG
acquired the Joe’s® brand for $67 million. Contemporaneously,
Global Brands Group Holding Limited (SEHK Stock Code: 787) acquired
certain operating assets for $13 million. The Company used the
proceeds of the transactions to repay certain outstanding
indebtedness, including all of its indebtedness outstanding under
the Company’s senior term loan agreement. The Company expects to
rename itself Differential Brands Group Inc. and remain listed on
NASDAQ.
As previously announced, the Company continues to work toward
the completion of the merger of the remaining Hudson business with
the parent company of Robert Graham, RG Parent LLC, a
nationally-recognized fashion brand.
About Joe’s Jeans Inc.
Joe’s Jeans Inc. designs, produces and sells apparel and
apparel-related products to the retail and premium markets under
the Joe's® and Hudson® brands and related trademarks. More
information is available at the company’s websites at
www.joesjeans.com and www.hudsonjeans.com.
This release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. The matters discussed in
this news release involve estimates, projections, goals, forecasts,
assumptions, risks and uncertainties that could cause actual
results or outcomes to differ materially from those expressed in
the forward-looking statements. All statements in this news release
that are not purely historical facts are forward-looking
statements, including statements containing the words “may,”
“will,” “expect,” “anticipate,” “intend,” “estimate,” “continue,”
“believe,” “plan,” “project,” “will be,” “will continue,” “will
likely result” or similar expressions. Any forward-looking
statement inherently involves risks and uncertainties that could
cause actual results to differ materially from the forward-looking
statements. Factors that would cause or contribute to such
differences include, but are not limited to: the parties’ ability
to close the merger, including the receipt and terms and conditions
of any required governmental approval of the proposed merger that
could reduce anticipated benefits or cause the parties to abandon
the merger, the diversion of management's time and attention from
the Company’s ongoing business during this time period, the impact
of the merger on the Company’s stock price, the anticipated
benefits of the merger on its financial results, business
performance and product offerings, the Company’s ability to
successfully integrate Robert Graham business and realize cost
savings and any other synergies, the risk that the credit ratings
of the combined company or its subsidiaries may be different from
what the Company expects, continued acceptance of our product,
product demand, competition, capital adequacy, general economic
conditions and the potential inability to raise additional capital
if required; the risk that the Company will be unsuccessful in
gauging fashion trends and changing customer preferences; the risk
that changes in general economic conditions, consumer confidence,
or consumer spending patterns will have a negative impact on the
Company’s financial performance; the highly competitive nature of
the Company’s business in the United States and internationally and
its dependence on consumer spending patterns, which are influenced
by numerous other factors; the Company’s ability to respond to the
business environment and fashion trends; continued acceptance of
the Company’s brands in the marketplace; and other risks. The
Company discusses certain of these factors more fully in its
additional filings with the SEC, including its last annual report
on Form 10-K and quarterly report on Form 10-Q filed with the SEC,
and this release should be read in conjunction with those reports,
together with all of the Company’s other filings, including current
reports on Form 8-K, through the date of this release. The Company
urges you to consider all of these risks, uncertainties and other
factors carefully in evaluating the forward-looking statements
contained in this release.
Any forward-looking statement is based on information current as
of the date of this document and speaks only as of the date on
which such statement is made, and the Company undertakes no
obligation to update these statements to reflect events or
circumstances after the date on which such statement is made.
Readers are cautioned not to place undue reliance on
forward-looking statements.
Additional Information about the Proposed Merger and Where to
Find It
This communication relates to the proposed merger pursuant to
the Agreement and Plan of Merger, dated September 8, 2015, by and
among RG Parent, LLC, JJ Merger Sub LLC and Joe’s Jeans Inc.
On September 9, 2015, the Company filed with the SEC a current
report on Form 8-K that includes additional information and
relevant documents regarding the merger. In connection with the
proposed merger, the Company expects to file with the SEC a
registration statement on Form S-4 that will include a proxy
statement of the Company that also constitutes a prospectus of the
Company, which proxy statement will be mailed or otherwise
disseminated to the Company’s stockholders when it becomes
available. The Company also plans to file other relevant documents
with the SEC regarding the proposed merger. INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of
the proxy statement/prospectus (if and when it becomes available)
and other relevant documents filed by the Company with the SEC at
the SEC’s website www.sec.gov. Copies
of the documents filed by the Company will be available free of
charge on its website at www.joesjeans.com or by contacting the individual
listed below.
Certain Information Regarding Participants
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect
of the proposed merger. You can find information about the
Company’s executive officers and directors in the Company’s Form
10-K/A filed with the SEC on March 30, 2015. Additional information
regarding the interests of such potential participants will be
included in the proxy statement/prospectus and other relevant
documents filed with the SEC if and when they become available. You
may obtain free copies of these documents from the Company by
contacting the individual listed below.
No Offer or Solicitation
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20150914005373/en/
Joe’s Jeans Inc.Hamish Sandhu323-837-3700 x304
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