Randa Announces Offer to Acquire Perry Ellis International, Inc.

NEW YORK, July 2, 2018 /PRNewswire/ -- Randa Accessories, the world's leading men's accessories company, announced today that it has made a non-binding proposal to acquire 100% of the outstanding common shares of Perry Ellis International, Inc. (NASDAQ: PERY) at a price of $28.00 per share.  The proposal was made following the previously announced merger agreement between Perry Ellis and a newly formed entity controlled by its founder and director, George Feldenkreis, and represents $0.50 per share more than the consideration offered in that insider transaction.

Jeffrey Spiegel, the Chief Executive Officer of Randa Accessories, said "Randa believes we are the right acquiror of Perry Ellis and that our compelling proposal provides shareholders with a superior alternative to the previously agreed insider transaction. We are excited by the opportunity to grow our portfolio of brands through the addition of globally recognizable names, such as Perry Ellis and Original Penguin. With our long, successful history as a licensee for, among others, Levi's, Dickies, Tommy Hilfiger, Chaps, Columbia Sportswear and Timberland, we believe we can continue and grow the relationships with Perry Ellis' inbound licensors for the benefit of all stakeholders in those relationships."

Below is the text of the letter that was sent to the Board of Directors of Perry Ellis:

RANDA ACCESSORIES LEATHER GOODS LLC
417 Fifth Avenue, 11th Floor
New York, New York 10016

July 1, 2018

VIA ELECTRONIC MAIL
Perry Ellis International, Inc.
3000 N.W. 107th Avenue
Miami, Florida 33172
Attention: Tricia Thompkins, General Counsel
J. David Scheiner, Chairman of the Special Committee
Ladies and Gentlemen:

We understand that Perry Ellis International, Inc. (the "Company") has entered into an Agreement and Plan of Merger, dated as of June 15, 2018 (the "Merger Agreement"), with its founder and director, George Feldenkreis, for all of the outstanding common shares of the Company not already beneficially owned by the Feldenkreis family at a price of $27.50 per share (the "Insider Transaction").  We have a tremendous amount of admiration for the Company. We believe that our position as the world's largest men's accessories company with significant cash on hand, no debt, key retail relationships around the world and more than 100 years of experience make us an ideal acquiror of the Company that can provide maximum value to its disinterested shareholders. As such, we are pleased to submit a proposal to acquire 100% of the outstanding common shares of the Company for $28.00 per share, $0.50 per share more than the consideration contemplated by the Insider Transaction.

We believe that this all-cash proposal is compelling for your shareholders as it would deliver immediate, certain value to them that is superior to the value of the Insider Transaction. Additionally, an acquisition by Randa, an unaffiliated third-party, would not result in the distraction, added cost and complexity associated with the likely extended SEC review and shareholder litigation posed by the Insider Transaction.  Moreover, we are highly confident the Company's licensors would welcome Randa as their licensee given its strong balance sheet, highly profitable operations and extensive experience in maximizing brand value. 

As you may know, Randa's business spans five continents, with a portfolio of more than 50 brands.  Randa's products are made for the belts and furnishings, wallets and seasonal accessories, neckwear and jewelry, footwear, and luggage and travel markets.  Randa owns numerous brands, including Countess Mara, Wembley, Travel Gear and Trafalgar, and licenses many global brands, including Levi's, Dickies, Tommy Hilfiger, Chaps, Columbia Sportswear and Timberland.  Randa is keenly interested in growing its portfolio of owned and licensed brands—ideally, by acquiring and licensing brands with global appeal.  In Perry Ellis, Original Penguin, and others within the Company's portfolio, Randa sees brands with such potential.

Randa has the resources and expertise to consummate the proposed transaction quickly, with limited disruption to the business of the Company.  Further, Randa has significant experience in closing complex transactions, having completed numerous acquisitions over the past 20 years, including that of a publicly-traded company. 

Our offer is conditioned upon entering into a mutually acceptable definitive agreement and being afforded an opportunity to meet with the Company's inbound licensors to share the strategic value of the combined company, as well as the satisfactory completion of customary confirmatory due diligence, each of which we believe can be satisfied quickly and efficiently.

By separate cover, we have provided you with a draft of a merger agreement in a form we would be prepared to execute, as well as bank commitment papers executed by our lenders, which, together with our cash on-hand, is sufficient to pay the proposed merger consideration and all expected transaction fees.

We have retained Willkie Farr & Gallagher LLP and Threadstone L.P. as our legal counsel and financial advisor, respectively, and we and our advisors are ready and willing to meet with you at your earliest convenience to discuss our compelling proposal and consummate a transaction.  Our preference is to work with you to negotiate a mutually acceptable transaction and avoid unnecessary costs.  We look forward to hearing from you.

This letter does not constitute or create any legally binding or enforceable obligations on the part of Randa.  Neither shall such obligations be created by parol evidence, oral understandings, "handshakes," or courses of conduct (regardless of reliance or change in position).  Such obligations shall be created solely by the execution and delivery of a definitive agreement.

Very truly yours,
RANDA ACCESSORIES LEATHER GOODS LLC  

Jeffrey O. Spiegel,
Chief Executive Officer

Threadstone Partners LP is serving as financial advisor to Randa and Willkie Farr & Gallagher LLP is serving as legal advisor.

ABOUT RANDA

Randa: Leading with Accessories
Randa produces men's belts, small leather goods, neckwear, luggage, casual bags, jewelry, and seasonal accessories including footwear, hats, gloves, and gifts, bringing these to market through all channels of distribution, worldwide. More than the world's largest men's accessories company, Randa uses its scale and expertise to create and expand powerful brands, exceptional products and extraordinary shopping experiences. For more information: www.randa.net.

SOURCE Randa Accessories

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http://www.randa.net