SAN DIEGO and
July 24, 2013
Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of Maidenform Brands, Inc. (NYSE: MFB) ("Maidenform") by HanesBrand, Inc. (NYSE: HBI) ("HanesBrand"). On
July 24, 2013
, the two companies announced a definitive agreement under which HanesBrand will acquire Maidenform. Under the terms of the agreement, HanesBrand will acquire all outstanding shares of Maidenform for
per share in cash. The transaction is expected to close in the fourth quarter of 2013.
Is the Merger Best for Maidenform Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Maidenform is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger, or whether they are seeking to benefit themselves.
April 30, 2013
, Maidenform released its financial results for the first quarter of 2013, reporting total cash and cash equivalents as of
March 30, 2013
, up to
March 31, 2012
. Moreover, Maidenform exceeded analyst net income and sales expectations in seven of the past nine quarters.
July 23, 2013
, in connection with the merger agreement, the Compensation Committee of the board of directors at Maidenform: (i) amended the employment agreements of certain executive officers to increase severance packages up to 200% of their base salaries and bonus amount; (ii) amended the Maidenform Executive Severance Pay Plan for other officers to include changes in the way payment of severance benefits are paid and the length of time benefits are in effect; (iii) increased the severance entitlement of certain officers; and (iv) adopted additional transaction bonus agreements for certain officers providing for transaction incentive payments up to 200% of base salaries if they remain employed through the effective time of the merger, or if they are involuntarily terminated without cause prior to the completion of the merger.
Given these facts, Robbins Arroyo is examining Maidenform's board of directors' decision to be acquired by HanesBrand now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.