Everlast Worldwide Inc. Announces Agreement
Acquired by The Hidary Group
NEW YORK--(BUSINESS WIRE)--Everlast Worldwide Inc. (Nasdaq: EVST) announced today that it had signed a definitive agreement to be acquired by The Hidary Group, for $26.50 per share in cash, a 14.5% premium to its closing price on May 31, 2007, and a 30% premium to the average closing price over the last month. The total value of the all-cash transaction is over $146 million.
“We are pleased with the terms of this transaction and believe it is in the best interests of the Company’s stockholders. The Hidary Group has been an excellent licensing partner and, as such, has not only embraced the Everlast brand but also our strategic direction and long-term vision.”
The Board of Directors of Everlast Worldwide approved the agreement in a special meeting June 1, 2007. The transaction is subject to stockholder approval and other customary conditions and is expected to be completed during the third quarter of 2007.
In making the announcement, Seth Horowitz, Chairman, President and Chief Executive Officer of Everlast Worldwide, said, “We are pleased with the terms of this transaction and believe it is in the best interests of the Company’s stockholders. The Hidary Group has been an excellent licensing partner and, as such, has not only embraced the Everlast brand but also our strategic direction and long-term vision.”
Jack D. Hidary, Managing Partner of The Hidary Group said, “We have tremendous respect for Seth Horowitz and his team, and look forward to our partnership with Everlast Worldwide. We have a long history in the sports and athletic apparel marketplace, including a strong relationship and knowledge of the Everlast brand as one of Everlast Worldwide’s licensees.”
Hidary continued, “We believe that the depth of our experience growing brands online and offline offers an exciting fit to help management further enhance Everlast’s iconic global brand. Everlast Worldwide, its management and its employees are a great addition to our group of companies.”
A special meeting of stockholders of Everlast Worldwide will be announced soon to obtain stockholder approval of the transaction.
The Hidary Group is the lead sponsor of the deal. Other investors include multi-billion dollar investment funds Gracie Capital, Ore Hill Partners, and Seneca Capital. Each fund manages in excess of $1 billion.
Piper Jaffray & Co. is serving as financial advisor to Everlast Worldwide. Clarence Schwab, Managing Partner of C. Schwab LLC, is serving as financial advisor to the Hidary Group. Mr. Schwab also works closely with certain Hidary Group portfolio companies. Olshan Grundman Frome Rosenzweig & Wolosky LLP and Proskauer Rose LLP acted as legal advisors to Everlast Worldwide and Hidary Group, respectively.
About Everlast Worldwide Inc.
Everlast Worldwide Inc. is a leading designer, manufacturer and marketer of boxing and fitness related sporting goods equipment under the well-recognized Everlast brand name and a worldwide licensor of the Everlast brand for apparel, footwear, sporting goods equipment and other active lifestyle products and accessories. Since 1910, Everlast has been the preeminent brand in the world of boxing and among the most recognized brands in the overall sporting goods and apparel industries.
In order to capitalize on the rich heritage and authenticity of the Everlast brand, the company has extended the Everlast brand outside of the boxing ring into complementary product categories. Its strategy is to continue to leverage the unique qualities represented by the Everlast brand -- Strength, Dedication, Individuality and Authenticity -- to become a leading global athletic brand and a necessary part of the lives of consumers who train, compete and live an active lifestyle. URL: http://www.everlast.com
About The Hidary Group
The Hidary Group is a New York-based family office investor group. The firm’s portfolio consists of companies in various industries, including consumer goods, real estate, technology and financial services.
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements contained in this press release will prove to be accurate.
In connection with the proposed transaction, the Company will file a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company at the Securities and Exchange Commission’s web site at www.sec.gov. The proxy statement and such other documents may also be obtained for free from the Company by directing such request to the Company, Attention: Angelo V. Giusti, Secretary, Everlast Worldwide, Inc., 1350 Broadway, Suite 2300, New York, New York 10018, Telephone: (212) 239-0990.
The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transaction. Information concerning the interests of Company’s participants in the solicitation is set forth in the Company’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the transaction when it becomes available.