Zale Urges Stockholders to Vote
“FOR” the Signet Transaction that
Provides Zale Stockholders with Compelling Value
Zale Corporation (“Zale” or the “Company”) (NYSE: ZLC) today
announced that a second leading independent proxy advisory firm,
Egan-Jones Proxy Services (“Egan-Jones”), has recommended that Zale
stockholders vote “FOR” the
proposed transaction with Signet Jewelers Limited (“Signet”) at
Zale’s special meeting of stockholders scheduled for May 29,
2014.
In recommending that all Zale stockholders vote “FOR” the proposed transaction, Egan-Jones
stated in its May 23, 2014 report:
“Based on our review of publicly available
information on strategic, corporate governance and financial
aspects of the proposed transaction, Egan-Jones views the proposed
transaction to be a desirable approach in maximizing shareholder
value. After careful consideration, we believe that approval of the
merger agreement is in the best interests of the Company and its
shareholders and its advantages and opportunities outweigh the
risks associated to the transaction… We recommend a vote “FOR” this
Proposal.”*
As previously announced on May 22, 2014, ISS, a leading
independent proxy voting and corporate governance advisory firm,
also recommended that all Zale stockholders vote “FOR” the Signet transaction. In its May 22,
2014 recommendation, ISS stated:
“Given the significant premium of the current
offer to an already-healthy share price, which had appreciated
considerably over the prior year, and represented a premium on key
valuation multiples to other industry competitors; the board's
arguments that the business plan projections represent very
difficult stretch targets intended to challenge management rather
than guide investors; the company's most recent quarterly results,
reported Tuesday, which beat expectations on EBITDA and EPS but
missed on revenue, the key metric on which the business plan
predicated the bulk of its margin expansion over the next two
years; and the potentially significant downside risk – both in
trading prices over the near term and in achievement of the
strategic plan over the next several years – a vote FOR the
transaction is warranted.”*
The special meeting is scheduled for May 29, 2014, at 8:00 a.m.
local time, at the Company’s executive offices, 901 West Walnut
Hill Lane, Irving, Texas 75038. Zale stockholders of record as of
the close of business on April 30, 2014, will be entitled to notice
of, and to vote at, the special meeting.
The Zale Board of Directors unanimously recommends that Zale
stockholders vote “FOR” the
proposed transaction. Under the terms of the agreement, Zale
stockholders will receive $21.00 per share in cash for each share
of Zale common stock owned.
YOUR VOTE IS IMPORTANT – PLEASE VOTE
FOR THE SIGNET TRANSACTION TODAY
Your vote is extremely important, no matter how many or how few
shares you own. The affirmative vote of holders of a majority of
Zale’s outstanding shares is required to approve the proposal to
adopt the merger agreement. Failing to vote has the same effect as
a vote against the proposal to adopt the merger agreement. Please
take a moment to vote “FOR” the
proposal to adopt the merger agreement today - by telephone, by
Internet or by signing, dating and returning the proxy card.
For more information, please see Zale’s definitive proxy
statement, which was filed with the SEC on May 1, 2014. Zale urges
all stockholders to review the definitive proxy statement and other
materials as they contain important detailed information about the
merger agreement and the reasons why the Zale Board approved the
merger agreement. Stockholders who have any questions or need
assistance voting their shares should contact Zale’s proxy
solicitor, D.F. King & Co., Inc., toll-free at (800) 488-8095
or via email at zale@dfking.com.
* Permission to use quotations from the Egan-Jones and ISS
reports was neither sought nor obtained.
About Zale
Zale Corporation is a leading specialty retailer of diamond and
other jewelry products in North America, operating approximately
1,630 retail locations throughout the United States, Canada and
Puerto Rico, as well as online. Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers,
Mappins Jewellers and Piercing Pagoda. Zale also operates webstores
at www.zales.com, www.zalesoutlet.com, www.gordonsjewelers.com,
www.peoplesjewellers.com, and www.pagoda.com. Additional
information on Zale Corporation and its brands is available at
www.zalecorp.com.
Safe Harbor for Forward-Looking Statements
Any statements in this communication about Zale’s expectations,
beliefs, plans, objectives, prospects, financial condition,
assumptions or future events or performance that are not historical
facts, including statements regarding the proposed acquisition of
Zale by Signet (the “proposed transaction”) and the expected
timetable for completing the proposed transaction that are not
historical facts, are forward-looking statements. These statements
are often, but not always, made through the use of words or phrases
such as “believe,” “anticipate,” “should,” “intend,” “plan,”
“will,” “expect(s),” “estimate(s),” “project(s),” “positioned,”
“strategy,” “outlook” and similar expressions. All such
forward-looking statements involve estimates and assumptions that
are subject to risks, uncertainties and other factors that could
cause actual results or events to differ materially from those
expressed in the statements. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking statements, are the following: the parties’ ability
to consummate the proposed transaction on the expected timetable or
at all; the conditions to the completion of the proposed
transaction, including the receipt of stockholder approval;
operating costs, customer loss and business disruption (including
difficulties in maintaining relationships with employees,
customers, competitors or suppliers) may be greater than expected
following the announcement of the proposed transaction; the
retention of certain key employees of Zale may be difficult; Zale
is subject to intense competition and increased competition is
expected in the future; and general economic conditions that are
less favorable than expected. Additional information and other
factors are contained in Zale’s Annual Report on Form 10-K for the
fiscal year ended July 31, 2013 and subsequent reports on Form 10-Q
and Form 8-K filed with the Securities and Exchange Commission
(“SEC”). Because the factors referred to above and other risk
factors, including general industry and economic conditions, could
cause actual results or outcomes to differ materially from those
expressed or implied in any forward-looking statements, you should
not place undue reliance on any such forward-looking statements.
Further, any forward-looking statement speaks only as of the date
of this communication, based on information available to Zale as of
the date hereof, and Zale disclaims any obligation to update any
forward-looking statement to reflect events or circumstances after
such date.
Investors and Press Contacts:Zale CorporationRoxane
Barry, 1 972-580-4391Director of Investor RelationsorD.F. King
& Co., Inc.Kristian Klein, 1 212-232-2247orJoele Frank,
Wilkinson Brimmer KatcherMatthew Sherman, Kelly Sullivan, Eric
Brielmann, 1 212-355-4449
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