Restoration Hardware Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 04 2008 - 5:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
|
|
|
|
|
|
|
¨
|
|
Preliminary Proxy Statement
|
|
¨
|
|
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
|
¨
|
|
Definitive Proxy Statement
|
|
|
x
|
|
Definitive Additional Materials
|
|
|
¨
|
|
Soliciting Material Pursuant to §240.14a-12
|
|
|
RESTORATION HARDWARE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee
(Check the appropriate box):
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
Common stock, par value $0.0001 per share, of Restoration Hardware, Inc. (Common Stock)
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
THE FOLLOWING LETTER HAS BEEN MAILED TO STOCKHOLDER IN CONNECTION WITH THE PROPOSED MERGER:
RESTORATION HARDWARE, INC.
Important Reminder
June 4, 2008
Dear Restoration Hardware Stockholder,
The Special Meeting of Stockholders scheduled for June 12, 2008 is rapidly
approaching and our records reflect that you have not yet voted your shares. If you have already voted your shares and our records do not yet reflect it, thank you for your vote. At this meeting, stockholders are being asked to approve the merger
agreement between Restoration Hardware and certain affiliates of Catterton Management Company, LLC, which is a private equity firm. If the merger is approved, Restoration Hardware stockholders will be entitled to receive $4.50 in cash for each share
they own. For the merger to be approved, it will require, among other things, that stockholders representing at least two-thirds of the outstanding shares vote
FOR
the transaction. For this reason, every vote counts, regardless of the number
of shares you own.
The Board of Directors of Restoration Hardware, on the unanimous recommendation of an Independent Committee
comprised of all of the independent directors of Restoration Hardware, has approved the merger agreement and recommends that Restoration Hardwares stockholders vote FOR the adoption of the merger agreement.
In making your decision, we urge you to consider the following facts:
|
|
|
Three of the leading independent proxy voting advisory firms, RiskMetrics Group (formerly known as Institutional Shareholder Services or ISS), Glass
Lewis & Co. and Proxy Governance have recommended that their clients vote
FOR
the transaction. In making its determination RiskMetrics concluded:
Based on our review of the terms of the transaction and the factors described
above, including the reasonable premium and the review process conducted by the independent committee, we believe that the merger agreement warrants shareholder support.
|
|
|
|
The cash consideration in the merger represents
a premium of 73.1%
to the closing price on November 6, 2007, the last trading day before the Independent
Committee approved the original merger agreement; a premium of 45.4% to the average closing price for the previous 30 trading day period ended November 6, 2007; a premium of 40.8% to the average closing price for the previous 60 trading day
period ended November 6, 2007; and a premium of 20.9% for the 90 trading day period ended November 6, 2007.
|
|
|
|
The offer is not subject to a financing condition.
Subject to receipt of stockholder approval prior to June 30, 2008, the offer provides certainty to a
prompt closing.
|
Based on these and other factors, the Independent Committee of the Board of Directors and the Board have
determined that the merger is fair to, and in the best interests of, Restoration Hardware stockholders. We recommend that stockholders vote
FOR
the adoption of the merger agreement.
Continued on Reverse Side
For your convenience we have enclosed another proxy card. To be certain that your vote is received in
time for the meeting, we encourage you to vote today. You may also enter your voting instructions by calling 1 (800) 690-4238 or at
www.proxyvote.com
until 11:59 PM Eastern time the day before the cut-off or meeting date as
noted in the enclosed proxy card.
Please act promptly. If you have any questions or require assistance in voting please contact our
proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 or (212) 929-5500.
|
Thank you for your support.
|
|
|
/s/ Raymond C. Hemmig
|
|
Raymond C. Hemmig
|
Chairman of the Independent Committee
|
If you have any questions, please call MacKenzie Partners
at the phone
numbers listed below
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
or
TOLL-FREE (800) 322-2885
Restoration Hardware (MM) (NASDAQ:RSTO)
Historical Stock Chart
From Aug 2024 to Sep 2024
Restoration Hardware (MM) (NASDAQ:RSTO)
Historical Stock Chart
From Sep 2023 to Sep 2024