DLWI Intersting Info here guys:
TAMPA, Fla., June 27 /PRNewswire/ -- Tropical Sportswear Int'l Corporation
(Nasdaq: TSIC) and Duck Head Apparel Company, Inc. (Amex: DHA) today announced
that they have entered into an agreement whereby Tropical Sportswear ("TSI")
will acquire 100% of the common stock of Duck Head pursuant to a tender offer
and subsequent merger. The offer is subject to the tender of a majority of
the shares of Duck Head on a fully-diluted basis. Prior to July 25, 2001, the
offer is also subject to a satisfactory due diligence review of Duck Head by
TSI. The agreement provides that TSI will make a cash tender offer for 100%
of the approximately 2.9 million issued and outstanding common shares of Duck
Head at a price of $4.75 per share. Following completion of the tender offer,
TSI expects to consummate a merger in which any remaining Duck Head
shareholders would receive in cash the same price per share paid in the tender
offer.
Giving effect to the exercise of outstanding stock options and issuance of
incentive shares under existing programs, the value of Duck Head's common
stock at $4.75 per share is approximately $16.0 million. In addition, at
June 2, 2001, Duck Head had debt of approximately $4.8 million and cash
balances of approximately $5.0 million. The transaction is expected to close
in the third calendar quarter of 2001 (TSI's fourth fiscal quarter of 2001)
and is subject to additional customary closing conditions.
The members of the board of directors of Duck Head unanimously support the
agreement with TSI. The members of the board of directors of Duck Head, who
together beneficially own approximately 40% of Duck Head's common stock on a
fully-diluted basis, have agreed with TSI to tender all of their shares in the
tender offer, have granted TSI irrevocable proxies to vote their shares
against any competing proposals and have granted TSI options to acquire their
shares at the tender offer price.
Duck Head produces men's and boy's casual sportswear products, including
shirts, shorts and pants, which are marketed under its Duck Head(R) brand to
leading apparel retailers and through its chain of 25 outlet retail stores.
In addition, Duck Head licenses its Duck Head(R) brand to producers of other
apparel and accessory products. For the year ending June 30, 2001, Duck Head
management expects that Duck Head will report net sales of approximately
$45 million.
"Duck Head offers an outstanding strategic fit for us," commented William
W. Compton, Chairman and Chief Executive Officer of TSI. "Duck Head produces
similar lines of pants and shorts which fit well within our operating
blueprint. Duck Head also has a well-established complementary line of men's
and boys' casual shirts, which we plan to expand through leveraging our
extensive distribution channels. In addition, we have strong relationships
with Duck Head's major customers and we see excellent opportunities to expand
key wholesale and licensing programs."
Michael Kagan, TSI's Executive Vice President and Chief Financial Officer,
commented, "We expect that Duck Head's operations will be accretive to our
earnings and cash flow for fiscal 2002. We plan to quickly consolidate Duck
Head's distribution into our operations and do not anticipate any disruption
to customer service." Mr. Kagan added, "We have received the approval of our
banks to finance this transaction under our existing revolving credit
facility."
After consummating the merger, TSI intends to continue Duck Head's pending
efforts to sell its headquarters and distribution center in Winder, Georgia
and will evaluate the consolidation of Duck Head's production facilities in
Costa Rica into our existing network of contract manufacturers. In addition,
TSI expects to retain selected management and operating personnel of Duck
Head.
William V. Roberti, Chairman of the Board, President & Chief Executive
Officer of Duck Head, commented, "We see this combination as an opportunity to
preserve and enhance the Duck Head(R) name, which has been a time-tested and
time-honored brand since 1866. Those retailers and customers loyal to Duck
Head(R) will be well served by the marketing and operating strengths that TSI
will bring to this combined enterprise."
TSI markets and manufactures branded and private brand men's and women's
casual and dress sportswear through all major retail distribution channels.
Major owned brands include Savane(R), Farah(R), Bay to Bay(R), Flyers(TM), The
Original Khaki Co.(R), Two Pepper(R), and Authentic Chino Casuals(R).
Licensed brands include Bill Blass(R), John Henry(R), Van Heusen(R) and
Victorinox(R). TSI distinguishes itself by providing major retailers with
comprehensive brand management programs and uses advanced technology to
provide retailers with customer, product and market analyses, apparel design,
and merchandising consulting and inventory forecasting with a focus on return
on investment.
Duck Head Apparel Company, Inc., which was spun-off as a separate public
reporting company on June 30, 2000 by Delta Woodside Industries, Inc., is
headquartered in Winder, Georgia, and manufactures and sells men's and boys'
apparel under the Duck Head(R) brand. The company, which employs about 500
people, operates a distribution center in Winder, Georgia, a garment assembly
plant in Costa Rica and 25 retail outlet stores primarily in the southeastern
United States.
This press release contains forward-looking statements, which are subject
to the safe harbor created by the Private Securities Litigation Reform Act of
1995. TSI and Duck Head caution that these statements represent current
expectations of future events and involve certain risks and uncertainties that
could cause actual results to differ materially from those anticipated in
these forward-looking statements as a result of factors including, without
limitation, conditions and contingencies in connection with the tender offer
and merger, difficulties in integrating the operations of Duck Head with TSI,
delays or other difficulties in implementing TSI's operating plans for Duck
Head after the merger, the inability to achieve projected revenue and earnings
in fiscal 2001; the inability to achieve cost savings related to recent
reductions in staff; general economic conditions, including recession or other
cyclical effects impacting our customers in the US or abroad; potential
changes in demand in the retail market; the continued acceptance of TSI's and
Duck Head's existing and new products by their major customers; the financial
strength of TSI's and Duck Head's major customers; delays associated with the
timing of introduction, shipment and acceptance of the Victorinox(R) apparel
line; the ability of TSI to continue to use certain licensed trademarks and
tradenames, including Victorinox(R), John Henry(R), Bill Blass(R), and Van
Heusen(R); potential changes in price and availability of raw materials and
global manufacturing costs and restrictions; increases in costs; and other
risk factors listed from time to time in TSI's and Duck Head's reports
(including their Annual Reports on Forms 10-K) filed with the Securities and
Exchange Commission.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell securities of Duck Head. The tender offer will be made pursuant
to a tender offer statement and related materials. Investors and security
holders are strongly advised to read both the tender offer statement and the
solicitation/recommendation statement regarding the tender offer when they
become available because they will contain important information that should
be read carefully before any decision is made with respect to the offer. The
tender offer statement will be filed by TSI and its acquisition subsidiary, HB
Acquisition Corp., with the Securities and Exchange Commission, and
solicitations/recommendation statement will be filed by Duck Head with the
Securities and Exchange Commission. Investors and security holders may obtain
a free copy of these statements (when available) and other documents filed by
TSI and Duck Head at the SEC's website, http://www.sec.gov or upon request.
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