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June 6, 2012 /PRNewswire/ -- Kenneth Cole Productions, Inc. (NYSE: KCP) (the "Company") announced that it has entered into a definitive merger agreement under which Kenneth D. Cole, Chairman and Chief Creative Officer of the Company and the beneficial holder of approximately 46% of the Company's outstanding common stock (representing approximately 89% of the voting power), will acquire the Company through KCP Holdco, Inc., an entity he controls that was formed for the purposes of the acquisition.
Under the agreement, the Company's shareholders, excluding Mr. Cole and his affiliated entities, will receive
$15.25 per share in cash upon completion of the transaction. The price represents a premium of 17% to the closing price of the Company's shares on
February 23, 2012, the last trading day before the announcement by Mr. Cole of his proposal, and a premium of 28% over the average closing price of the Company's Class A common stock for the 45 trading days prior to that date, and implies a total enterprise value of approximately
A special committee of the board of directors, comprised of all of the directors of the Company other than
Kenneth Cole and
Paul Blum, was formed in
February 2012 to review the proposal from Mr. Cole, with the assistance of independent legal and financial advisors. The special committee completed a thorough review of the proposal, considered alternatives, and unanimously concluded that the transaction with Mr. Cole was in the best interests of the Company's shareholders other than Mr. Cole and his affiliates and associates. Based on the unanimous recommendation of the special committee, the agreement was also approved by the full board other than Mr. Cole, who abstained.
Completion of the transaction is subject to certain closing conditions, including receipt of shareholder approval and other customary conditions. The merger agreement contains a non-waivable condition that a majority of the outstanding shares of the Company not owned by Mr. Cole and his affiliates and associates vote in favor of the adoption of the merger agreement.