Endeavor Acquisition Corp. Announces Stockholder Approval of Merger with American Apparel
NEW YORK--(BUSINESS WIRE)--Endeavor Acquisition Corp. (AMEX: EDA, EDA.U, EDA.WS) (“Endeavor”), a public company formed to effect a business combination with an operating business announced that its stockholders have approved the merger with American Apparel and its affiliated companies. The vote to approve the merger took place today at Endeavor’s special meeting of stockholders. The closing of the transaction took place immediately thereafter. Endeavor has changed its name to American Apparel, Inc.
Endeavor’s common stock, units and warrants will continue trading on the American Stock Exchange under the new symbols APP, APP.U and APP.WS, respectively. This symbol change will occur no later than Friday, December 14, 2007.
In addition to approving the merger, Endeavor stockholders also approved the 2007 Performance Equity Plan and certain amendments to Endeavor’s certificate of incorporation, including the change of name.
The combined companies also announced that Endeavor’s post-effective amendment to its Registration Statement on Form S-1 (File No. 333-128440) has been declared effective. This Registration covers the issuance of shares by Endeavor upon exercise of its outstanding publicly traded warrants. As of the date hereof, Endeavor has 16,160,745 warrants outstanding, each of which entitles the holder to purchase one share of common stock for $6.00. The warrants expire on December 14, 2009 at 5:00 p.m., New York City time. Endeavor may call the warrants for redemption:
|•||in whole and not in part;|
|•||at a price of $0.01 per warrant at any time after the warrants become exercisable;|
|•||Upon not less than 30 days’ prior written notice of redemption to each warrant holder; and|
|•||if, and only if, the reported last sale price of the common stock equals or exceeds $11.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders, which period may begin prior to consummation of the American Apparel merger.|
Under the terms of its prospectus, Endeavor has agreed that in connection with any redemption of the warrants, Endeavor will afford all of the holders thereof the right and opportunity to exercise their warrants on a “cashless” basis utilizing the value of such warrants based on the difference between the then current market price per share of Endeavor common stock and the per-share exercise price of the warrants following the formula described in the Registration Statement. As of December 11, 2007, the reported last sale price of the common stock equaled or exceeded $11.50 per share for at least 20 trading days within the last 30 trading day period.
About American Apparel
American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of December 1, 2007, American Apparel employed over 6,700 people and operated over 175 retail stores in 13 countries, including the United States, Canada, Mexico, United Kingdom, Germany, France, Italy, the Netherlands, Sweden, Switzerland, Israel, Japan and South Korea. American Apparel also operates a leading wholesale business that supplies t-shirts and other casual wear to distributors and screen printers. In addition to its retail stores and wholesale operations, American Apparel operates an online retail e-commerce website.
Forward Looking Statements
This press release, and other statements that Endeavor or American Apparel may make, including statements about the proposed acquisition of American Apparel, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Endeavor’s and American Apparel’s future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” and similar expressions.
Endeavor cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and Endeavor assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
In addition to factors previously disclosed in Endeavor’s filings with the SEC and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance, including factors arising after consummation of the American Apparel Acquisition: (i) inability to continue to increase same store sales, (ii) failure to open and operate additional retail stores in desirable locations on a cost-efficient basis (iii) inability to anticipate and respond to consumer fashion trends and demand as they arise, (iv) increases in prices of the raw materials used in the manufacture of apparel goods, (v) failure to maintain satisfactory labor relations, (vi) inability to creatively and effectively promote the American Apparel brand, (vii) failure to hire and retain talented personnel and (viii) inability to effectively manage and replace as needed credit lines and other sources of financing.
This press release does not constitute an offer of any securities to be resold upon exercise of Endeavor’s outstanding publicly traded warrants.