HINGHAM, Mass.--(BUSINESS WIRE)--The Talbots, Inc. (NYSE: TLB) today announced the final tabulated results of its offer to exchange each outstanding warrant to acquire shares of common stock of BPW Acquisition Corp. (“BPW”) for shares of Talbots common stock or warrants to acquire shares of Talbots common stock and the related proration calculations. The exchange offer expired at 9:00 p.m., New York City time, on Tuesday, April 6, 2010. The exchange agent reported a final count of 31,500,000 BPW warrants tendered, reflecting 90.0% of BPW warrants issued in BPW’s initial public offering.
Talbots common stock was elected with respect to 1,037,907 tendered BPW warrants. Holders of these warrants will receive, in exchange for each such BPW warrant tendered, 0.09853 shares of Talbots common stock. Talbots warrants were elected with respect to 30,462,093 tendered BPW warrants. The maximum aggregate number of Talbots warrants issuable pursuant to the terms of the exchange offer is 17,242,750. BPW warrantholders elected to receive Talbots warrants in excess of the maximum aggregate number issuable, and, as a result, those BPW warrantholders who elected to receive Talbots warrants will have their elections prorated such that they will receive, per BPW warrant tendered, 0.56604 Talbots warrants and 0.04193 shares of Talbots common stock.
The aggregate exchange offer consideration to be paid to participating BPW warrantholders consists of 2,835,346 shares of Talbots common stock and 17,242,750 Talbots warrants. No fractional shares of Talbots common stock or fractional Talbots warrants will be issued in the exchange offer. BPW warrantholders who would otherwise be entitled to fractional shares of Talbots common stock or fractional Talbots warrants will receive cash in lieu thereof.
About The Talbots, Inc.
The Talbots, Inc. is a leading specialty retailer and direct marketer of women’s apparel, shoes and accessories. At the end of fourth quarter 2009, Talbots operated 580 Talbots brand stores in 46 states, the District of Columbia, and Canada. Talbots brand on-line shopping site is located at www.talbots.com.
Cautionary Statement and Certain Risk Factors to Consider
In addition to the information set forth in this press release, you should carefully consider the risk factors and risks and uncertainties included in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as in this press release below.
This press release contains forward-looking information. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “look,” “believe,” “anticipate,” “outlook,” “will,” “would,” “should,” “potential,” or similar statements or variations of such terms. All of the information concerning our outlook, future liquidity, future financial performance and results, future credit facilities and availability, future cash flows and cash needs, and other future financial performance or financial position, as well as our assumptions underlying such information, constitute forward-looking information. Our forward looking statements are based on a series of expectations, assumptions, estimates and projections about the Company, are not guarantees of future results or performance, and involve substantial risks and uncertainty, including assumptions and projections concerning our liquidity, internal plan, regular-price and markdown selling, operating cash flows, and credit availability for all forward periods. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the following risks and uncertainties:
All of our forward-looking statements are as of the date of this press release only. In each case, actual results may differ materially from such forward-looking information. The Company can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse change in one or more of the risk factors or risks and uncertainties referred to in this press release or included in our periodic reports filed with the Securities and Exchange Commission could materially and adversely affect our continuing operations and our future financial results, cash flows, prospects, and liquidity. Except as required by law, the Company does not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances affecting such forward-looking statements occurring after the date of this release, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this release which modify or impact any of the forward-looking statements contained in this release will be deemed to modify or supersede such statements in this release.