PPR S.A. Extends Cash Tender Offer for Volcom, Inc.
June 08 2011 - 1:30AM
Business Wire
PPR S.A. (FR 0000121485, PRTP.PA, PPFP) announced today that its
previously announced tender offer to acquire all the outstanding
shares of common stock of Volcom, Inc. (NASDAQ: VLCM) for $24.50
per share in cash has been extended to allow additional time to
obtain necessary foreign antitrust approvals and will now expire at
5:30 p.m., New York City time, on Thursday, June 16, 2011, unless
further extended. All other terms and conditions of the offer
remain unchanged.
The transaction is subject to the satisfaction
of customary closing conditions, including receipt of the remaining
applicable regulatory approvals. As previously announced on May 24,
2011, the parties received notification of early termination of the
waiting period under the Hart-Scott-Rodino Act. As of 4:00 p.m.,
New York City time, on June 7, 2011, a total of approximately
8,868,132 shares of Volcom common stock (including 4,014,184 shares
tendered through notices of guaranteed delivery) had validly been
tendered into and not withdrawn from the offer.
Advisors
Peter J. Solomon Company is acting as financial advisor, and
Wachtell, Lipton, Rosen & Katz is acting as legal advisor, to
PPR.
Important Information
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a tender offer statement on Schedule TO
filed by PPR on May 11, 2011, as amended and supplemented through
the date of this release. Volcom filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer on May 11, 2011, as amended and
supplemented through the date of this release. The Schedule TO
(including the offer to purchase, related letter of transmittal and
other tender offer documents) and the Schedule 14D-9 contain
important information that should be read carefully and entirely
before making any decision to tender securities into the tender
offer. Volcom stockholders may obtain a free copy of these
materials on the SEC’s website at www.sec.gov or by contacting the
information agent for the tender offer, MacKenzie Partners, Inc.,
at 105 Madison Avenue, New York, New York 10016 or by calling (212)
929-5500 (collect) or (800) 322-2285 (toll-free).
Forward-Looking Statements
Certain statements either contained in or
incorporated by reference into this press release, along with oral
statements made from time to time by representatives of the
company, are forward-looking statements that involve risks and
uncertainty. Future events regarding the proposed transactions
could differ materially from the forward-looking statements. These
forward-looking statements include, but are not limited to,
statements regarding the combined companies’ plans following, and
the expected completion of, the proposed acquisition. These
forward-looking statements involve certain risks and uncertainties
that could cause actual results and the timing of events to differ
materially from those indicated in such forward-looking statements
and generally include statements that are predictive in nature and
depend upon or refer to future events or conditions. Risks and
uncertainties include the ability of the parties to complete the
transactions contemplated by the merger agreement, including the
parties’ abilities to satisfy the conditions to the consummation of
the proposed acquisition; the possibility of any termination of the
merger agreement; the timing of the tender offer and the subsequent
merger; uncertainties as to how many of Volcom’s stockholders will
tender their shares of common stock in the tender offer; the
possibility that various other conditions to the consummation of
the tender offer or the subsequent merger may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the acquisition;
other uncertainties pertaining to the business of PPR and of
Volcom; the outcome of any legal proceedings that may be instituted
against one or both of PPR and Volcom and others in connection with
the definitive agreement and transactions; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transaction;
and other factors described in any of the companies’ filings with
the French AMF (Autorité des marchés financiers) and the SEC, which
contain and identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking statements. Many of the factors that will determine
the outcome of the subject matter of this communication are beyond
either PPR’s or Volcom’s ability to control or predict. The reader
is cautioned not to unduly rely on these forward-looking
statements. PPR expressly disclaims any intent or obligation to
update or revise publicly any forward-looking statements except as
required by law.
This press release is a free translation of the French original
press release.The original French version of this press release is
available on our website at www.ppr.com.
About PPR
PPR nurtures a group of high-growth global brands distributed in
more than 120 countries. Through its Consumer and Luxury brands,
PPR generated revenue of €14.6 billion in 2010, and had
approximately 60,000 employees at December 31, 2010. The PPR share
is listed on Euronext Paris (FR 0000121485, PRTP.PA, PPFP). To
explore the PPR brand universe, please visit www.ppr.com: the
Luxury group (Gucci, Bottega Veneta, Yves Saint Laurent,
Balenciaga, Boucheron, Sergio Rossi, Alexander McQueen and Stella
McCartney), Puma, Fnac and Redcats (La Redoute, The Sportsman's
Guide, The Golf Warehouse…).
About Volcom
Volcom is an innovative designer, marketer and distributor of
premium quality young mens and womens clothing, accessories and
related products. The Volcom brand, symbolized by The Stone, is
athlete-driven, creative and forward thinking. Volcom has
consistently followed its motto of “youth against establishment,”
and the brand is inspired by the energy of youth culture. Volcom
and Electric branded products are sold throughout the United States
and internationally. Volcom’s news announcements and SEC filings
are available through the company’s website at www.volcom.com.
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