Mossimo, Inc. Announces Special Meeting of Stockholders
October 11 2006 - 4:29PM
Business Wire
Mossimo, Inc. (NASDAQ: MOSS)�announced today that it will hold�a
special meeting of stockholders of Mossimo, Inc. on October 31,
2006 at 9:00 a.m. local time at The Fairmont Miramar Hotel, 101
Wilshire Boulevard, Santa Monica, California, 90401. At the special
meeting, Mossimo�s stockholders will be asked to consider and vote
on a proposal to adopt and approve the agreement and plan of merger
dated as of March�31, 2006 among Iconix Brand Group, Inc., Moss
Acquisition Corp., a wholly-owned subsidiary of Iconix, Mossimo,
Inc., and Mossimo Giannulli, the founder, Chairman, Co-Chief
Executive�Officer and owner of approximately 64.2% of the
outstanding common stock of Mossimo. As previously announced, if
the Mossimo stockholders approve the merger agreement, Mossimo will
merge with and into Moss Acquisition Corp., which will be the
surviving company, and will be wholly-owned by Iconix. At the
effective time of the merger, each outstanding share of Mossimo
will be converted into the right to receive initial merger
consideration consisting of (a)�0.2271139 shares of Iconix common
stock, and (b)�$4.25 in cash, subject to adjustment under certain
conditions. Mossimo stockholders will also receive a
non-transferable contingent share right entitling them to
additional shares of Iconix common stock after the first
anniversary of the merger if Iconix common stock does not close at
or above $18.71 for at least twenty consecutive trading days during
the year following the merger. Mr. Giannulli said: "We are very
excited to be able�to hold the special meeting of Mossimo
stockholders to approve Mossimo's�sale to Iconix, and we are
eagerly looking forward to working�closely with Iconix to create a
real international presence." Mossimo, Inc. also announced that
today it commenced mailing the proxy statement/prospectus
explaining the merger to its stockholders. Mossimo, Inc.
stockholders whose shares are held of record by a broker or other
third party should contact their broker or other third party�to
obtain copies of the proxy statement/prospectus and to provide
voting instructions. Mossimo, Inc. stockholders may also obtain
copies of�the proxy statement/prospectus at no charge from the
Securities and Exchange Commission's website at www.sec.gov,�or by
contacting Mossimo�s Chief Financial Officer, Vicken Festekjian, at
telephone number (310) 460-0040. Santa Monica-based Mossimo, Inc.
(NASDAQ: MOSS) is a designer and licensor of men's, women's boys'
and girls' apparel, footwear and�other fashion products�principally
under the �Mossimo� brand. Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995. The statements that are
not historical facts contained in this press release are forward
looking statements that involve a number of known and unknown
risks, uncertainties and other factors, all of which are difficult
or impossible to predict and many of which are beyond the control
of Mossimo, which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward
looking statements. Such factors include, but are not limited to,
uncertainty regarding the results of operations, continued market
acceptance of current products and the ability to successfully
develop and market new products particularly in light of rapidly
changing fashion trends, or difficulties relating to dependence on
foreign manufacturers and suppliers, uncertainties relating to
customer plans and commitments, the ability of licensees to
successfully market and sell branded products, competition,
uncertainties relating to economic conditions, the ability to hire
and retain key personnel, the ability to obtain capital if
required, the risks of litigation and regulatory proceedings, the
risks of uncertainty of trademark protection, the uncertainty of
marketing and licensing acquired trademarks and other risks
detailed in SEC filings. The words "believe," "anticipate,"
"expect," "confident," "project," provide "guidance" and similar
expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward looking
statements, which speak only as of the date the statement was made.
Mossimo, Inc. (NASDAQ: MOSS) announced today that it will hold a
special meeting of stockholders of Mossimo, Inc. on October 31,
2006 at 9:00 a.m. local time at The Fairmont Miramar Hotel, 101
Wilshire Boulevard, Santa Monica, California, 90401. At the special
meeting, Mossimo's stockholders will be asked to consider and vote
on a proposal to adopt and approve the agreement and plan of merger
dated as of March 31, 2006 among Iconix Brand Group, Inc., Moss
Acquisition Corp., a wholly-owned subsidiary of Iconix, Mossimo,
Inc., and Mossimo Giannulli, the founder, Chairman, Co-Chief
Executive Officer and owner of approximately 64.2% of the
outstanding common stock of Mossimo. As previously announced, if
the Mossimo stockholders approve the merger agreement, Mossimo will
merge with and into Moss Acquisition Corp., which will be the
surviving company, and will be wholly-owned by Iconix. At the
effective time of the merger, each outstanding share of Mossimo
will be converted into the right to receive initial merger
consideration consisting of (a) 0.2271139 shares of Iconix common
stock, and (b) $4.25 in cash, subject to adjustment under certain
conditions. Mossimo stockholders will also receive a
non-transferable contingent share right entitling them to
additional shares of Iconix common stock after the first
anniversary of the merger if Iconix common stock does not close at
or above $18.71 for at least twenty consecutive trading days during
the year following the merger. Mr. Giannulli said: "We are very
excited to be able to hold the special meeting of Mossimo
stockholders to approve Mossimo's sale to Iconix, and we are
eagerly looking forward to working closely with Iconix to create a
real international presence." Mossimo, Inc. also announced that
today it commenced mailing the proxy statement/prospectus
explaining the merger to its stockholders. Mossimo, Inc.
stockholders whose shares are held of record by a broker or other
third party should contact their broker or other third party to
obtain copies of the proxy statement/prospectus and to provide
voting instructions. Mossimo, Inc. stockholders may also obtain
copies of the proxy statement/prospectus at no charge from the
Securities and Exchange Commission's website at www.sec.gov, or by
contacting Mossimo's Chief Financial Officer, Vicken Festekjian, at
telephone number (310) 460-0040. Santa Monica-based Mossimo, Inc.
(NASDAQ: MOSS) is a designer and licensor of men's, women's boys'
and girls' apparel, footwear and other fashion products principally
under the "Mossimo" brand. Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995. The statements that are
not historical facts contained in this press release are forward
looking statements that involve a number of known and unknown
risks, uncertainties and other factors, all of which are difficult
or impossible to predict and many of which are beyond the control
of Mossimo, which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward
looking statements. Such factors include, but are not limited to,
uncertainty regarding the results of operations, continued market
acceptance of current products and the ability to successfully
develop and market new products particularly in light of rapidly
changing fashion trends, or difficulties relating to dependence on
foreign manufacturers and suppliers, uncertainties relating to
customer plans and commitments, the ability of licensees to
successfully market and sell branded products, competition,
uncertainties relating to economic conditions, the ability to hire
and retain key personnel, the ability to obtain capital if
required, the risks of litigation and regulatory proceedings, the
risks of uncertainty of trademark protection, the uncertainty of
marketing and licensing acquired trademarks and other risks
detailed in SEC filings. The words "believe," "anticipate,"
"expect," "confident," "project," provide "guidance" and similar
expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward looking
statements, which speak only as of the date the statement was made.
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