PPR S.A. (FR 0000121485, PRTP.PA, PPFP) announced today that it has
completed the tender offer made by its wholly owned subsidiary to
purchase all outstanding common shares of Volcom, Inc. (NASDAQ: VLCM)
for $24.50 per share in cash. The offer expired at 5:30 p.m., New York
City time, on Thursday, June 16, 2011.
Based on preliminary information from Computershare Trust Company, N.A.,
the depositary for the offer, as of the expiration of the initial
offering period of the tender offer, approximately 14,686,156 shares
were validly tendered and not withdrawn in the tender offer,
representing approximately 72.3% of Volcom’s issued and outstanding
shares, giving PPR control of Volcom. In addition, the depositary has
received commitments to tender approximately 4,714,540 shares in
accordance with guaranteed delivery procedures, which, when combined
with the shares tendered and not withdrawn from the tender offer,
represent approximately 91.6% of Volcom’s issued and outstanding shares.
All validly tendered shares have been accepted for payment, which will
be made in accordance with the terms of the tender offer.
PPR today also announced that it, through its wholly owned subsidiary,
has commenced a subsequent offering period to acquire the remaining
shares of Volcom common stock, including those shares tendered pursuant
to guaranteed delivery procedures. The subsequent offering period will
expire at 5:30 p.m., New York City time, on Wednesday, June 22, 2011,
unless extended. During this subsequent offering period, holders of
shares of Volcom common stock who did not previously tender their shares
into the tender offer may do so, and PPR will promptly purchase any
shares properly tendered for the same consideration (without interest)
paid in the initial offering period of the tender offer.
Advisors
Peter J. Solomon Company is acting as financial advisor, and Wachtell,
Lipton, Rosen & Katz is acting as legal advisor, to PPR.
Important Information
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell securities. The tender offer is being made pursuant to
a tender offer statement on Schedule TO filed by PPR on May 11, 2011, as
amended through the date of this release. Volcom has filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to
the tender offer on May 11, 2011, as amended through the date of this
release. The Schedule TO (including the offer to purchase, related
letter of transmittal and other tender offer documents) and the Schedule
14D-9 contain important information that should be ready carefully and
entirely before making any decision to tender securities into the tender
offer. Volcom stockholders may obtain a free copy of these materials
on the SEC’s website at www.sec.gov.
or by contacting the information agent for the tender offer, MacKenzie
Partners, Inc., at 105 Madison Avenue, New York, New York 10016 or by
calling (212) 929-5500 (collect) or (800) 322-2285 (toll-free).
Forward-Looking Statements
Certain statements either contained in or incorporated by reference into
this press release, along with oral statements made from time to time by
representatives of the company, are forward-looking statements that
involve risks and uncertainty. Future events regarding the proposed
transactions could differ materially from the forward-looking
statements. These forward-looking statements include, but are not
limited to, statements regarding the combined companies’ plans
following, and the expected completion of, the proposed acquisition.
These forward-looking statements involve certain risks and uncertainties
that could cause actual results and the timing of events to differ
materially from those indicated in such forward-looking statements and
generally include statements that are predictive in nature and depend
upon or refer to future events or conditions. Risks and uncertainties
include the ability of the parties to complete the transactions
contemplated by the merger agreement, including the parties’ abilities
to satisfy the conditions to the consummation of the proposed
acquisition; the possibility of any termination of the merger agreement;
the timing of the tender offer and the subsequent merger; uncertainties
as to how many of Volcom’s stockholders will tender their shares of
common stock in the tender offer; the possibility that various other
conditions to the consummation of the tender offer or the subsequent
merger may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the acquisition; other uncertainties pertaining to the
business of PPR and of Volcom; the outcome of any legal proceedings that
may be instituted against one or both of PRR and Volcom and others in
connection with the definitive agreement and transactions; risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
transaction; and other factors described in any of the companies’
filings with the French AMF (Autorité des marchés financiers) and
the SEC, which contain and identify important factors that could cause
actual results to differ materially from those contained in the
forward-looking statements. Many of the factors that will determine the
outcome of the subject matter of this communication are beyond either
PPR’s or Volcom’s ability to control or predict. The reader is cautioned
not to unduly rely on these forward-looking statements. PPR expressly
disclaims any intent or obligation to update or revise publicly any
forward-looking statements except as required by law.
This press release is a free translation of the French original press
release.
The original French version of this press release
is available on our website at www.ppr.com.
About PPR
PPR nurtures a group of high-growth global brands distributed in more
than 120 countries. Through its Consumer and Luxury brands, PPR
generated revenue of €14.6 billion in 2010, and had approximately 60,000
employees at December 31, 2010. The PPR share is listed on Euronext
Paris (FR 0000121485, PRTP.PA, PPFP). To explore the PPR brand universe,
please visit www.ppr.com
: the Luxury group (Gucci, Bottega Veneta, Yves Saint Laurent,
Balenciaga, Boucheron, Sergio Rossi, Alexander McQueen and Stella
McCartney), Puma, Fnac and Redcats (La Redoute, The Sportsman's Guide,
The Golf Warehouse…).
About Volcom
Volcom is an innovative designer, marketer and distributor of premium
quality young mens and womens clothing, accessories and related
products. The Volcom brand, symbolized by The Stone, is athlete-driven,
creative and forward thinking. Volcom has consistently followed its
motto of "youth against establishment,” and the brand is inspired by the
energy of youth culture. Volcom and Electric branded products are sold
throughout the United States and internationally. Volcom’s news
announcements and SEC filings are available through the company’s
website at www.volcom.com.
