K-Swiss Announces Stockholder Approval of Merger with E.Land
WESTLAKE VILLAGE, Calif. -- April 26, 2013
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
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.
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.
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.
George Powlick, 818-706-5100
Chief Financial Officer
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