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NEW YORK, Feb. 24, 2012 /PRNewswire/ --
Kenneth Cole Productions, Inc. (NYSE: KCP) (the "Company") announced that its board of directors has received a non-binding proposal from
Kenneth Cole, Chairman and Chief Creative Officer of the Company and the holder of approximately 47% of the Company's outstanding common stock (representing approximately 89% of the voting power), to acquire all of the outstanding shares of the Company's Class A common stock that he does not currently directly or indirectly own for
$15.00 per share in cash. A copy of the text of the proposal letter to the board of directors is set forth below.
In response, the board of directors has formed a special committee of independent directors to consider the proposal, to negotiate on behalf of the Company and, if it deems appropriate, to solicit and consider any alternative transactions. The special committee is comprised of all of the directors of the Company other than
Kenneth Cole and
Paul Blum. The special committee is authorized to retain independent financial advisors and legal counsel to assist it in its work. The board of directors cautions the Company's shareholders and others considering trading in its securities that it has only received the proposal and that no decision has been made with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that the transaction contemplated in the proposal or any other transaction will be approved or consummated. The Company does not anticipate making any further public statements about this matter or the activities of the special committee unless and until either it enters into a definitive agreement for a transaction or the special committee determines that no such transaction will be effected.
About Kenneth Cole Productions, Inc.Kenneth Cole Productions, Inc. designs, sources, and markets a broad range of footwear, handbags, apparel and accessories under the brand names
Kenneth Cole New York;
Kenneth Cole Reaction; and
Unlisted, as well as footwear under the proprietary trademark
Gentle Souls. The Company has also granted a wide variety of third party licenses for the production of men's, women's and children's apparel as well as fragrances, watches, jewelry, eyewear, and several other accessory categories. The Company's products are distributed through department stores, better specialty stores, company-owned retail stores and its e-commerce website. Further information can be found at
Forward Looking Statement DisclosureThe statements contained in this release that are not historical facts may be deemed to constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual future results might differ materially from those projected in such statements due to a number of risks and uncertainties, including but not limited to those mentioned above, demand and competition for the Company's products, the ability to enter into new product license agreements or to renew or replace existing product licensee agreements, changes in consumer preferences or fashion trends, delays in anticipated store openings, and changes in the Company's relationships with retailers, licensees, vendors and other resources. The forward looking statements contained herein are also subject to other risks and uncertainties that are described in the Company's reports and registration statements filed with the Securities and Exchange Commission, including without limitation the risk factors described in Item 1A of the Company's most recent annual report on Form 10-K filed on
March 7, 2011.
Text of proposal:
Dear Members of the Board: