The Jones Group Inc. (ticker: JNY, exchange: New York Stock Exchange (.N))
News Release -
26-May-2004
Jones Apparel Group Raises Offer for Maxwell Shoe Company Inc. to $22.50 Per Share NEW YORK, May 26 /PRNewswire-FirstCall/ -- Jones Apparel Group, Inc.
("Jones") (NYSE: JNY) today announced that MSC Acquisition Corp. ("MSC"), an
indirect wholly owned subsidiary of Jones, has increased the price of its cash
tender offer for all of the outstanding shares of Class A Common Stock,
together with the associated preferred stock purchase rights, of Maxwell Shoe
Company Inc. ("Maxwell") (Nasdaq: MAXS) to $22.50 per share in cash from
$20.00 per share in cash.
Peter Boneparth, Chief Executive Officer of Jones, stated, "We have
significantly increased the price of our offer to bring our tender offer to a
prompt resolution. Our revised offer is scheduled to expire on June 21, 2004,
and we urge Maxwell stockholders to accept the offer while they have the
opportunity to do so. We believe that the offer provides an outstanding
opportunity for Maxwell's stockholders to maximize the value of their
investment in Maxwell. It represents a premium of approximately 34% over the
closing price for Maxwell shares on February 19, 2004, the day after we
informed Maxwell of our initial proposal, and a premium of approximately 2%
over the closing price of Maxwell shares on February 25, 2004, the day we
publicly announced our initial proposal. Based on the approximate $105
million of cash on the balance sheet Maxwell released last week, which equates
to approximately $7.07 of cash per outstanding share of Maxwell stock, our
offer price represents an even greater premium multiple to the earnings of
Maxwell's operating business."
Mr. Boneparth continued, "We believe we have been extremely responsive to
Maxwell stockholders by increasing our offer price. Now it is time for
Maxwell's Board to start listening to their stockholders as well. We urge
Maxwell's Board to consider the best interests of their stockholders by
meeting with us to finalize a merger agreement. If the Board persists in
ignoring our offer and refuses to meet with us, then there is only one thing
for Maxwell stockholders to do in order to maximize the value of their shares
-- to send a clear and strong message to the Board by tendering their shares
into our offer and supporting our consent solicitation to replace the Maxwell
directors."
Mr. Boneparth added, "Time is running out for Maxwell's stockholders. On
June 21, Jones's tender offer will expire and we will abandon our proposed
acquisition unless we have entered into a merger agreement with Maxwell or
have received sufficient consents from Maxwell's stockholders to replace the
Maxwell Board. If Maxwell's Board and management are unwilling to do the
right thing for stockholders, then stockholders will need to step forward and
make their views known by tendering their shares into the offer and delivering
consents to replace the Maxwell directors with nominees who put stockholder
value and interests first."
The revised tender offer for all outstanding shares of Maxwell is
scheduled to expire on Monday, June 21, 2004 at 5:00 p.m. New York City time.
The deadline for submitting consents pursuant to the consent solicitation is
June 20, 2004.
Jones will host a conference call with management today at 8:30 a.m. New
York City time, which is accessible by dialing 412-858-4600 or through a web
cast at http://www.jny.com. A replay of the conference call is available
through June 3 by dialing 877-344-7529, enter account number 051 and
conference number 346314.
Jones Apparel Group, Inc. (www.jny.com), a Fortune 500 Company, is a
leading designer and marketer of branded apparel, footwear and accessories.
The Company's nationally recognized brands include Jones New York, Polo Jeans
Company licensed from Polo Ralph Lauren Corporation, Evan-Picone, Norton
McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West, Easy Spirit,
Enzo Angiolini, Bandolino, Napier, Judith Jack, Kasper, Anne Klein, Albert
Nipon and LeSuit. The Company also markets costume jewelry under the Tommy
Hilfiger brand licensed from Tommy Hilfiger Corporation and the Givenchy brand
licensed from Givenchy Corporation, and footwear and accessories under the
ESPRIT brand licensed from Esprit Europe, B.V. With over 30 years of service,
the Company has built a reputation for excellence in product quality and
value, and in operational execution.
**************************
IMPORTANT INFORMATION
Investors and security holders are urged to read the disclosure documents
filed with the Securities and Exchange Commission (the "SEC") from time to
time, including the tender offer statement filed on March 23, 2004 and the
supplement to the tender offer statement that will be filed later today,
regarding the tender offer by MSC for all the outstanding shares of Class A
Common Stock, together with the associated preferred stock purchase rights, of
Maxwell. Investors and security holders may obtain a free copy of the
disclosure documents (when they are available) and other documents filed by
Jones or MSC with the SEC at the SEC's website at http://www.sec.gov. In
addition, documents filed with the SEC by Jones or MSC may be obtained free of
charge from Jones by directing a request to Jones Apparel Group, Inc.,
250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007, Attention:
Chief Operating and Financial Officer.
Jones filed a definitive consent solicitation statement on April 21, 2004
with the SEC. Investors and security holders may obtain a free copy of the
definitive consent solicitation statement and other documents filed by Jones
or MSC with the SEC at the SEC's website at http://www.sec.gov. In addition,
documents filed with the SEC by Jones or MSC may be obtained free of charge
from Jones by directing a request to Jones Apparel Group, Inc.,
250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007, Attention:
Chief Operating and Financial Officer.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Jones, MSC and, in each case, certain of its officers, directors and
nominees for the directorships of Maxwell, among others, may be deemed to be
participants in the solicitation of Maxwell's stockholders. The security
holders of Maxwell may obtain information regarding the names, affiliations
and interests of individuals who may be participants in the solicitation of
Maxwell's stockholders in the definitive consent solicitation statement filed
by Jones with the SEC on Schedule 14A on April 21, 2004.
SOURCE Jones Apparel Group, Inc.
-0- 05/26/2004
/CONTACT: Wesley R. Card, Chief Operating and Financial Officer, or Anita
Britt, Executive Vice President Finance, both of Jones Apparel Group, Inc.,
+1-215-785-4000/
/Web site: http://www.jny.com /
(JNY MAXS)
CO: Jones Apparel Group, Inc.; MSC Acquisition Corp.; Maxwell Shoe
Company Inc.
ST: New York, Pennsylvania
IN: FAS TEX
SU: TNM MAV CCA
PD
-- PHW002A --
2785 05/26/2004 07:01 EDT http://www.prnewswire.com
|