K-Swiss Announces Stockholder Approval of Merger with E.Land
27 4월 2013 - 1:47AM
Business Wire
K•Swiss Inc. (NASDAQ: KSWS) announced that, at a special meeting
of stockholders held earlier today, its stockholders approved the
adoption of the Agreement and Plan of Merger, dated January 16,
2013, by and among K•Swiss Inc., E.Land World Limited, a
corporation organized under the laws of the Republic of Korea, and
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.
Approximately 94.6% of the voting power of the Company voted in
favor of the adoption of the Merger Agreement. The affirmative vote
of 80% of the aggregate number of votes eligible to be cast by the
holders of K•Swiss’ Class A common stock and Class B common stock,
voting together as a single class, at the special meeting, was
required to adopt and approve the Merger Agreement. K•Swiss’
stockholders, also approved at the special meeting, on an advisory,
non-binding basis, compensation that may become payable to the
Company’s named executive officers as a result of the merger.
K•Swiss currently anticipates closing the merger on or about
April 30, 2013, subject to the satisfaction or waiver of the other
previously disclosed closing conditions.
Goldman, Sachs & Co. is acting as financial advisor to
K•Swiss, and Gibson, Dunn & Crutcher LLP is acting as legal
advisor. Morgan Stanley & Co. is acting as financial advisor to
E.Land, and Linklaters LLP is acting as legal advisor.
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) conditions to the closing of the merger may
not be satisfied or waived; (ii) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; and (iii) 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 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.
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