The law firm of Wohl & Fruchter LLP is investigating the acquisition of R.G. Barry Corporation (RGB) (Nasdaq: DFZ) by Mill Road Capital, L.P. (Mill Road), one of the Company’s largest outside shareholders.

On May 2, 2014, RGB announced that its board of directors had approved an agreement for Mill Road to acquire all of the outstanding shares of RGB for $19/share in cash.

That price is lower than the $20/share in cash that Mill Road had offered to acquire all of the outstanding shares of RGB on September 11, 2013.

Mill Road is presently one of RGB’s largest outside shareholders with a 9.8% stake.

The deal announced with Mill Road at a reduced price from the earlier proposal comes less than three months after RGB announced positive second quarter 2014 results. Commenting on those results, the Company’s President and CEO, Greg Tunney, stated that “[w]e continue to lead our peer group in many key performance metrics despite the challenging retail environment during the holiday selling season. Our proven model and operational excellence permitted us to generate healthy profitability, while investing significant resources in our brands and building a business that will continue to meet the challenges of both today and tomorrow.”

Wohl & Fruchter’s investigation concerns the fairness of the process used to reach agreement with Mill Road, and whether RGB’s board of directors breached its fiduciary duties to stockholders by agreeing to sell the Company to Mill Road for an inadequate price.

Additional information is available at

Persons with relevant information, and RGB shareholders with questions about this investigation, are invited to contact our Firm by calling 866.833.6245, or contacting the attorney below.

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