The Jones Group Inc. (ticker: JNY, exchange: New York Stock Exchange (.N))
News Release -
22-Jun-2007
Jones Apparel Group Agrees to Sell Barneys New York to Istithmar NEW YORK, June 22 /PRNewswire-FirstCall/ -- Jones Apparel Group, Inc.
(NYSE: JNY; the "Company" and "Jones") today announced that it has entered
into a definitive agreement to sell its wholly owned subsidiary Barneys New
York, Inc. ("Barneys") to an affiliate of Istithmar, a Dubai based private
equity and alternative investment house ("Istithmar") for $825.0 million in
cash, subject to certain purchase price adjustments.
Peter Boneparth, President and Chief Executive Officer, Jones Apparel
Group, Inc., stated, "We are very pleased to enter into this transaction,
which realizes significant value for our investment in Barneys and provides us
with the opportunity to use the net proceeds to enhance shareholder value.
Furthermore, going forward, because the sale will reduce the level of required
capital expenditures we will have greater financial flexibility in the
execution of our business strategy."
The Company expects to report a net gain from this transaction of
approximately $290.0 million. In light of available tax benefits, the Company
anticipates net cash proceeds after taxes and transaction expenses of
approximately $770.0 million. These amounts are subject to change, based on
the actual balance sheet of Barneys at closing and certain purchase price
adjustments. The Company is considering several alternatives for the use of
the proceeds, including among other things, the return of a substantial amount
of capital to shareholders, the repayment of some of its outstanding short-
term indebtedness and other uses consistent with the Company's business
strategy. The transaction will not result in a default under, or obligation to
redeem or repurchase, any of the Company's senior notes.
The transaction, which is expected to close in the third quarter of 2007,
is subject to certain customary conditions, including the expiration or early
termination of all waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act.
Under the terms of the definitive agreement with Istithmar, Jones is
permitted to entertain unsolicited proposals from third parties to acquire
Barneys. Any such third party proposal would have to be made by July 22, 2007
and all due diligence and negotiations with a third party would have to be
completed by August 11, 2007. Under the terms of the definitive agreement,
Jones remains permitted to entertain proposals from third parties to acquire
all of Jones (including Barneys). In this circumstance, due diligence and
negotiations would also have to be completed by August 11, 2007. In either
case Jones would be required to pay a termination fee prior to terminating its
agreement with Istithmar. The termination fee would be $20.6 million if Jones
terminates the Istithmar agreement on or prior to July 22, 2007 and $22.7
million if Jones terminates after July 22, 2007. The detailed terms and
conditions relating to these rights of Jones are contained in the definitive
agreement regarding the sale of Barneys, which the Company will publicly file
with the SEC today.
Goldman, Sachs & Co. acted as financial advisor to the Company in
connection with the transaction.
The Company will host a conference call with management to discuss this
transaction at 4:30pm eastern time today, which is accessible by dialing
412-858-4600 or through a web cast at www.jny.com. The call will be recorded
and made available through July 2, 2007 and is accessible by dialing
877-344-7529. Enter account number 408117.
About Jones Apparel Group, Inc.
Jones Apparel Group, Inc. ( http://www.jny.com ), a Fortune 500 company,
is a leading designer, marketer and wholesaler of branded apparel, footwear
and accessories. The Company also markets directly to consumers through our
chain of specialty retail and value-based stores, and operates the Barneys New
York chain of luxury stores. The Company's nationally recognized brands
include Jones New York, Evan-Picone, Norton McNaughton, Gloria Vanderbilt,
Erika, l.e.i., Energie, Nine West, Easy Spirit, Enzo Angiolini, Bandolino,
Joan & David, Mootsies Tootsies, Sam & Libby, Napier, Judith Jack, Kasper,
Anne Klein, Albert Nipon, Le Suit and Barneys New York. The Company also
markets costume jewelry under the Givenchy brand licensed from Givenchy
Corporation and footwear under the Dockers Women brand licensed from Levi
Strauss & Co. Each brand is differentiated by its own distinctive styling,
pricing strategy, distribution channel and target consumer. The Company
primarily contracts for the manufacture of its products through a worldwide
network of quality manufacturers. The Company has capitalized on its
nationally known brand names by entering into various licenses for several of
its trademarks, including Jones New York, Evan-Picone, Anne Klein New York,
Nine West, Gloria Vanderbilt and l.e.i., with select manufacturers of women's
and men's products which the Company does not manufacture. For more than 30
years, the Company has built a reputation for excellence in product quality
and value, and in operational execution.
About Barneys New York, Inc.
Barneys New York, Inc. ( http://www.barneys.com ), a wholly owned
subsidiary of Jones Apparel Group, Inc., is a luxury retailer with flagship
stores in New York City, Beverly Hills, Chicago, Boston and Dallas. Barneys
also operates two regional full-price stores, fourteen CO-OP Barneys New York
stores, thirteen outlet stores and two semi-annual warehouse sale events.
About Istithmar
Istithmar ( http://www.istithmar.ae ) is a private equity and alternative
investment house headquartered in Dubai, the United Arab Emirates, with
offices in Shanghai and New York. Established in 2003, it is 100% owned by
Dubai World which in turn is wholly owned by the Government of Dubai. In the
three years since its inception, Istithmar has invested in over 30 companies
in three sectors -- consumer, industrial and financial services --- deploying
in excess of $1.6 billion of capital. Istithmar's 'I' Investment Philosophy is
based around three core principles -- Ideas, Inquiry and Integrity -- and is
the foundation on which the firm has established a broad portfolio of highly
successful investments in the markets from North America and Europe to Asia
and the Middle East.
Forward Looking Statements
Certain statements contained herein are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
All statements regarding the Company's expected financial position, business
and financing plans are forward-looking statements. The words "believes,"
"expect," "plans," "intends," "anticipates" and similar expressions identify
forward-looking statements. Forward-looking statements also include
representations of the Company's expectations or beliefs concerning future
events that involve risks and uncertainties, including:
-
the failure to obtain the necessary financing arrangements to
consummate the transaction;
-
the occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive agreement;
-
the failure of either party to meet the closing conditions set forth in
the definitive agreement;
-
risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a
result of the transaction;
-
the amount of costs, fees, expenses and charges related to the
transaction;
-
non-expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976;
-
the outcome of any legal or regulatory proceeding that may be
instituted against the Company and others following announcement of the
transaction;
-
those associated with the effect of national and regional economic
conditions;
-
lowered levels of consumer spending resulting from a general economic
downturn or lower levels of consumer confidence;
-
the performance of the Company's products within the prevailing retail
environment;
-
customer acceptance of both new designs and newly-introduced product
lines;
-
the Company's reliance on a few department store groups for large
portions of the Company's business;
-
consolidation of the Company's retail customers;
-
financial difficulties encountered by customers;
-
the effects of vigorous competition in the markets in which the Company
operates;
-
the Company's ability to identify acquisition candidates and, in an
increasingly competitive environment for such acquisitions, acquire
such businesses on reasonable financial and other terms;
-
the integration of the organizations and operations of any acquired
businesses into the Company's existing organization and operations;
-
the Company's reliance on independent foreign manufacturers;
-
changes in the costs of raw materials, labor and advertising;
-
the general inability to obtain higher wholesale prices for the
Company's products that the Company has experienced for many years;
-
the uncertainties of sourcing associated with the new environment in
which general quota has expired on apparel products (while China has
agreed to safeguard quota on certain classes of apparel products
through 2008, political pressure will likely continue for restraint on
importation of apparel);
-
the Company's ability to successfully implement new operational and
financial computer systems; and
-
the Company's ability to secure and protect trademarks and other
intellectual property rights.
A further description of these risks and uncertainties and other important
factors that could cause actual results to differ materially from the
Company's expectations can be found in the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 2006, including, but not limited to,
the Statement Regarding Forward-Looking Disclosure and Item 1A - Risk Factors
therein, and in the Company's other filings with the Securities and Exchange
Commission. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, such expectations may prove to
be incorrect. The Company does not undertake to publicly update or revise its
forward-looking statements as a result of new information, future events or
otherwise.
SOURCE Jones Apparel Group, Inc.
CONTACT: Wesley R. Card, Chief Operating and Financial Officer of Jones
Apparel Group, Inc., +1-215-785-4000; or Joele Frank and Sharon Stern, of
Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449
Web site: http://www.jny.com
http://www.barneys.com
http://www.istithmar.ae
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