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R. G. Barry Corporation Announces Alternative Proposal Will Not Move Forward

Stocks in this article: DFZ

PICKERINGTON, Ohio, June 18, 2014 /PRNewswire/ -- Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (" R. G. Barry" or the " Company"), today announced that, as of June 17, the third party who had submitted a previously disclosed alternative acquisition proposal to acquire all of the Company's outstanding shares ceased to be an "Excluded Party" under the previously announced Agreement and Plan of Merger (the " Merger Agreement") between the Company and affiliates of Mill Road Capital, a private equity firm.

As permitted by the terms of the Merger Agreement, during the "go-shop" period, representatives of Peter J. Solomon Company L.P. (" PJSC"), financial advisor to the Company's Board of Directors (the " Board"), contacted a total of 31 potential acquirers that R. G. Barry and PJSC believed might be interested in a possible alternative transaction to the merger with an affiliate of Mill Road Capital.  As a result of these efforts, R. G. Barry received the Alternative Proposal and designated the party making the Alternative Proposal as an "Excluded Party" under the Merger Agreement, permitting the Company, subject to compliance with the provisions of the Merger Agreement, to continue to furnish information to, and engage in further discussions and negotiations with, such party after the end of the go-shop period.  Following further discussions with such third party, the Board has determined that the Alternative Proposal is no longer reasonably expected to result in a "Superior Proposal" and, as a result, the party no longer qualifies as an "Excluded Party" under the Merger Agreement.  There are no other Excluded Parties.   

The Company continues to work toward completing the merger with Mill Road Capital and expects to hold a shareholder meeting to vote on the adoption of the Merger Agreement during the third quarter of calendar 2014.  The Board has not changed its recommendation that the Company's shareholders vote to adopt the Merger Agreement with Mill Road Capital.

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