K-Swiss Schedules Special Stockholder Meeting in Connection with E.Land Transaction
06 3월 2013 - 4:59AM
Business Wire
K•Swiss Inc. (NASDAQ: KSWS) has scheduled a special meeting of
stockholders to, among other things, consider and vote on a
proposal to adopt and approve the previously announced Agreement
and Plan of Merger, dated January 16, 2013, by and among K•Swiss,
E.Land World Limited, a corporation organized under the laws of the
Republic of Korea, Ian Acquisition Sub, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of E.Land
(“Merger Sub”), pursuant to which Merger Sub will be merged with
and into K•Swiss, with K•Swiss surviving as an indirect wholly
owned subsidiary of E.Land. The special meeting will be held on
Friday, April 26, 2013, at 8 a.m. Los Angeles time at the Company’s
corporate headquarters, located at 31248 Oak Crest Drive in
Westlake Village, California.
K•Swiss’ stockholders of record as of the close of business
Friday, March 8, 2013, will be entitled to notice of and to vote at
the special meeting.
The merger, which is expected to close during the second quarter
of 2013, requires the approval of 80% of K•Swiss’ outstanding
voting power and applicable regulatory approvals in addition to
other customary closing conditions.
About K•Swiss
Founded more than forty years ago in Van Nuys, California,
K•Swiss introduced the first all-leather tennis shoe, the K•Swiss
“Classic” in 1966. Since its inception, K•Swiss has rooted itself
in California Sport with an aim to be the most inspiring and
innovative sports brand in the market. Today the Company offers
performance and lifestyle footwear and apparel for several
categories under its California Sports umbrella including Tennis
Heritage, California Fit (Running, Triathlon and Fitness) and
California Youth. K•Swiss also designs, develops and markets
footwear under the Palladium brand. For more information about
K•Swiss, visit www.kswiss.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 about the expected timing
for closing of the merger. These statements are based on the
current beliefs and expectations of K•Swiss’ management and are
subject to known and unknown risks and uncertainties, including,
but not limited to: (i) K•Swiss may be unable to obtain stockholder
approval as required for the merger; (ii) conditions to the closing
of the merger may not be satisfied or waived; (iii) the merger may
involve unexpected costs, liabilities or delays; (iv) the outcome
of any legal proceeding relating to the merger; (v) the ability and
timing to obtain required regulatory approvals; (vi) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; and (vii) other risks to
consummation of the merger, including the risk that the merger will
not be consummated within the expected time period or at all. A
complete description of these factors, as well as others which
could affect the Company’s business is set forth in the Company’s
periodic filings, including its Form 10-K for the year ended
December 31, 2012, which was filed with the Securities and Exchange
Commission (“SEC”) on February 27, 2013. Readers are cautioned not
to place undue reliance on these forward-looking statements.
K•Swiss undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed merger, K•Swiss plans to file
with the SEC and furnish to its stockholders a proxy statement.
BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF K•SWISS INC. ARE
URGED TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS.
Stockholders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by K•Swiss through
the website maintained by the SEC at www.sec.gov, at the K•Swiss’
website at http://www.kswiss.com/customer/page/investors and from
K•Swiss by directing a written request to K•Swiss, 31248 Oak Crest
Drive, Westlake Village, CA 91361, Attention: Investor
Relations.
K•Swiss and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the
stockholders of K•Swiss in connection with the proposed merger.
Information about the interests of these executive officers and
directors in the transaction described herein will be included in
the proxy statement described above. Additional information
regarding these directors and executive officers is also included
in the Company’s Form 10-K, which was filed with the SEC on
February 27, 2013. This document is available free of charge at the
SEC’s website at www.sec.gov and from K•Swiss by contacting
Investor Relations at the address set forth above.
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