MAYWOOD, NJ--(Marketwired - Jan 20, 2017) - Jaclyn, Inc. (OTCQX: JCLY) today announced that it has entered into a definitive merger agreement with Jaclyn Holdings Parent LLC ("Holdings"), an affiliate of Golden Touch Imports, Inc. ("Golden Touch"), pursuant to which Holdings will acquire Jaclyn for $7.85 a share.
The merger consideration represents a 16% percent premium over the closing bid price of Jaclyn's common stock as quoted on the website of OTC Markets Group on January 19, 2017.
The board of directors approved the proposed acquisition based upon the unanimous recommendation of a Special Committee of directors, which was comprised of independent and disinterested members of Jaclyn's board of directors and which was advised by its own financial and legal advisors.
Robert Chestnov, Co-President and Co-Chief Executive Officer of Jaclyn, said, "After thorough analysis, the Special Committee and the Board have endorsed this proposed acquisition, which we believe maximizes value for our stockholders. On behalf of the Board, I would like to recognize our outstanding team of dedicated employees who have made Jaclyn the success it is today. Jaclyn and Golden Touch share the same high operating standards and have a similar overall company culture. We look forward to working with Golden Touch to promptly complete the transaction."
Bruce Fischer, President of Golden Touch, added, "We are thrilled that the fine and accomplished Jaclyn team will be joining our family. Both of our companies have a culture built on honesty and integrity. We look forward to incorporating best practices from each business to improve our ability to serve our customers."
The proposed acquisition is expected to close in the first quarter of 2017, subject to the approval by Jaclyn's stockholders and the satisfaction or waiver of customary closing conditions. There is no financing condition to complete the proposed acquisition.
Houlihan Capital, LLC is acting as financial advisor to the Special Committee, and has provided a fairness opinion in connection with the transaction to the Special Committee. Day Pitney LLP is acting as legal advisor to the Special Committee. Troutman Sanders LLP is acting as legal advisor to Jaclyn in connection with the proposed acquisition. Levy Holm Pellegrino & Drath LLP and Fried, Frank, Harris, Shriver & Jacobson LLP are acting as legal advisors to Golden Touch in connection with the proposed acquisition.
Jaclyn, Inc. is a designer, manufacturer and marketer of apparel, women's sleepwear, infants' and children's apparel, handbags, premium incentives and related accessories. Website: jaclyninc.com
Golden Touch Imports, Inc.
Golden Touch Imports, Inc. has been in business since 1975. The company designs, produces, and distributes apparel to many major retailers, primarily in junior, missy, plus, and girls sizes.
THIS PRESS RELEASE CONTAINS ONLY A BRIEF DESCRIPTION OF THE PROPOSED ACQUISITION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE ANY SHARES OF THE COMMON STOCK OF JACLYN. IN CONNECTION WITH THE PROPOSED ACQUISITION, A DEFINITIVE PROXY STATEMENT WILL BE SENT TO JACLYN'S STOCKHOLDERS SEEKING THEIR APPROVAL OF THE PROPOSED ACQUISITION. JACLYN'S STOCKHOLDERS MAY OBTAIN FREE COPIES OF THESE BY CONTACTING JACLYN'S SECRETARY, JACLYN HARTSTEIN, AT 197 WEST SPRING VALLEY AVENUE, MAYWOOD, NEW JERSEY 07607, TELEPHONE: (201) 909-6000. THE DEFINITIVE PROXY STATEMENT, WHICH WILL CONTAIN A DESCRIPTION OF THE MATERIAL TERMS AND CONDITIONS OF THE MERGER AGREEMENT, WILL BE POSTED ON THE WEBSITE OF THE OTCQX IN ACCORDANCE WITH OTCQX RULES.
Note: This press release contains information concerning, among other things, our future plans and objectives that are or may be deemed to be forward-looking statements. However, forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause our actual results, trends, performance or achievements, or industry trends and results, to differ materially from the future results, trends, performance or achievements expressed or implied by such forward-looking statements. Those risks and uncertainties may include, but are not limited to, general economic and business conditions; competition; potential changes in customer spending; acceptance of our product offerings and designs; the variability of consumer spending resulting from changes in domestic economic activity; a highly promotional retail environment; any significant variations between actual amounts and the amounts estimated for those matters identified as our critical accounting estimates as well as other significant accounting estimates made in the preparation of our financial statements; and the impact of current and potential hostilities in various parts of the world; as well as other geopolitical concerns. Any forward-looking statements relating to the transaction discussed above are based on our current expectations, assumptions, estimates and projections and involve significant risks and uncertainties, including the many variables that may impact or are related to consummation of the transaction, the continuing determination of Jaclyn's Board of Directors that the transaction is in the best interests of all stockholders; and whether any additional acquisition proposals or superior proposals are made. You are urged to consider all such factors. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved. We assume no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.