Leading Independent Proxy Advisory Firms Recommend That Restoration Hardware Stockholders Vote 'FOR' the Merger
03 6월 2008 - 4:35AM
PR Newswire (US)
RiskMetrics Notes that the Proposed Merger Serves to Maximize the
Highest Value with Certainty for Restoration Hardware Stockholders
CORTE MADERA, Calif., June 2 /PRNewswire-FirstCall/ -- Restoration
Hardware, Inc. (NASDAQ:RSTO) today announced that two leading
independent proxy advisory firms -- RiskMetrics Group (formerly
Institutional Shareholder Services or "ISS") and Glass Lewis --
have issued recommendations that Restoration Hardware's
stockholders vote "FOR" adoption of the Company's merger agreement
with certain affiliates of Catterton Partners, a private equity
firm, at the Company's June 12, 2008 special meeting of
stockholders. RiskMetrics and Glass Lewis are leading independent
U.S. proxy advisory firms and their voting analyses and
recommendations are relied upon by hundreds of major institutional
investment funds, mutual funds and fiduciaries globally. In
recommending that Restoration Hardware's stockholders vote "FOR"
adoption of the merger agreement, RiskMetrics stated in part that:
"In this case, the revised bid offered by Catterton appears to have
been culminated from an open bid process that was conducted over
two go-shop periods. Given that the Catterton deal contains firm
financing, we believe that this bid serves to maximize the highest
value with certainty for Restoration shareholders. Based on our
review of the terms of the transaction and the factors described
above, including the reasonable premium and the review process
conducted by the special independent committee, we believe that the
merger agreement warrants shareholder support."* "We are pleased to
have the support of both RiskMetrics and Glass Lewis," said Raymond
C. Hemmig, the Chairman of the Independent Committee of Restoration
Hardware's Board of Directors. "Both of these leading proxy
advisory firms recognized the substantial premium value that the
transaction will provide our stockholders. On behalf of the entire
Board of Directors of Restoration Hardware, I urge all Restoration
Hardware stockholders to vote promptly "FOR" the proposed merger."
As previously announced, Restoration Hardware entered into a merger
agreement with certain affiliates of Catterton Partners pursuant to
which Restoration Hardware's stockholders will be entitled to
receive $4.50 in cash for each share they own, subject to closing
of the transaction. Restoration Hardware stockholders are reminded
that their vote is important, and a failure to vote has the same
effect as a vote against the merger. The merger requires approval
by holders of two-thirds of the Company's outstanding shares.
Stockholders may be able to vote their shares by telephone or by
the Internet, and are advised that if they have any questions or
need any assistance in voting their shares, they should contact
Restoration Hardware's proxy solicitor, MacKenzie Partners, Inc.,
at 1-800-322-2885 (toll-free) or 212-929-5500 (call-collect), or
via email at . The Board of Directors of Restoration Hardware, on
the unanimous recommendation of the Independent Committee comprised
of all of the independent directors of the Company, has approved
the merger agreement and recommends that Restoration Hardware's
stockholders vote "FOR" the adoption of the merger agreement.
*Permission to use quotations from the RiskMetrics report was
neither sought nor obtained. About Restoration Hardware Restoration
Hardware, Inc. is a specialty retailer of high quality home
furnishings, bath fixtures and bathware, functional and decorative
hardware, gifts and related merchandise that reflects the Company's
classic and authentic American point of view. Restoration Hardware,
Inc. sells its merchandise offering through its retail stores,
catalog (800-762-1005) and on-line at
http://www.restorationhardware.com/. The Company currently operates
100 retail stores and ten outlet stores in 30 states, the District
of Columbia and Canada. About Catterton Partners With more than $2
billion under management, Catterton Partners is a leading private
equity firm in the U.S. focused exclusively on the consumer
industry. Since its founding in 1990, Catterton has leveraged its
investment capital, strategic and operating skills, and network of
industry contacts to establish one of the strongest investment
track records in the consumer industry. Catterton invests in all
major consumer segments, including Food and Beverage, Retail and
Restaurants, Consumer Products and Services, and Media and
Marketing Services. Catterton has led investments in companies such
as Breyers(R) Yogurt Company, Wellness Pet Food, Liberty Safe,
Build-A-Bear Workshop, Cheddar's Restaurant Holdings Inc., Outback
Steakhouse, P.F. Chang's China Bistro, Baja Fresh Mexican Grill,
Frederic Fekkai, Kettle Foods, Farley's and Sathers Candy Co., and
Odwalla, Inc. More information about the firm can be found at
http://www.cpequity.com/. Additional Information and Where to Find
It In connection with the proposed merger, a definitive proxy
statement was filed by the Company with the SEC on May 9, 2008.
Investors and security holders are strongly advised to read the
definitive proxy statement because it contains important
information about the merger and the parties to the merger.
Investors and security holders may obtain a free copy of the
definitive proxy statement and other documents filed by the Company
at the SEC website at http://www.sec.gov/. The definitive proxy
statement and other documents also may be obtained for free from
the Company by directing such request to Chris Newman, Chief
Financial Officer and Secretary, telephone: (415) 945-4530, or on
the Company's website at http://www.restorationhardware.com/.
Participants in the Solicitation The Company and its directors,
executive officers and other members of its management and
employees may be deemed participants in the solicitation of proxies
from its stockholders in connection with the proposed merger.
Information concerning the interests of the Company's participants
in the solicitation, which may, in some cases, be different than
those of stockholders generally, is set forth in the Company's
proxy statements and Annual Reports on Form 10-K, previously filed
with the SEC, and in the definitive proxy statement relating to the
merger. Each of these documents may be obtained for free at the SEC
website at http://www.sec.gov/ or from the Company by directing
such request to Chris Newman, Chief Financial Officer and
Secretary, telephone: (415) 945-4530, or on the Company's website
at http://www.restorationhardware.com/. DATASOURCE: Restoration
Hardware, Inc. CONTACT: Chris Newman, Chief Financial Officer and
Secretary of Restoration Hardware, Inc., +1-415-945-4530 Web site:
http://www.restorationhardware.com/ http://www.cpequity.com/
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