Attached files
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8-K - Maidenform Brands, Inc. | v177093_8-k.htm |
EX-5.1 - Maidenform Brands, Inc. | v177093_ex5-1.htm |
EX-1.1 - Maidenform Brands, Inc. | v177093_ex1-1.htm |
EX-99.1 - Maidenform Brands, Inc. | v177093_ex99-1.htm |
PRICING
OF SALE OF MAIDENFORM COMMON STOCK
Iselin, New Jersey, March 11,
2010-Maidenform Brands, Inc. (NYSE: MFB), a global branded marketer of
intimate apparel, today announced that one of its stockholders, Ares Corporate
Opportunities Fund, L.P. (“Ares”), an affiliate of Ares Management LLC, a global
alternative asset manager and SEC-registered investment advisor, has agreed to
sell 3,187,351 shares of Maidenform common stock in an underwritten public
offering at a price to the public of $21.00 per share. Barclays
Capital Inc. (“Barclays Capital”) is the sole underwriter of the offering which
is expected to close on March 16, 2010, subject to standard closing
conditions.
Maidenform
has agreed to purchase 1,593,675 of the 3,187,351 shares of the common stock
being sold by Ares from Barclays Capital at the same purchase price paid by
Barclays Capital to Ares in the underwritten offering. This stock purchase was
agreed in connection with Maidenform’s existing stock repurchase
plan.
Maidenform
will not receive any proceeds from the sale of common stock by
Ares. Immediately following the completion of the offering, Ares will
own no shares of Maidenform common stock.
The
shares are being sold pursuant to an effective shelf registration statement
previously filed by Maidenform with the Securities and Exchange
Commission. A prospectus supplement relating to the common stock
offering will be filed with the Securities and Exchange
Commission. When available, a written prospectus for the offering
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, may be obtained from the Prospectus department of Barclays Capital
Inc., c/o Broadridge Integrated Distribution Services, 1155 Long Island Avenue,
Edgewood, NY 11717, Email: barclaysprospectus@broadridge.com,
or by calling toll free at: (888) 603-5847.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or
jurisdiction. Any offering of common stock will be made only by means
of a written prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
About
Maidenform Brands,
Inc.
Maidenform
Brands, Inc. is a global intimate apparel company with a portfolio of
established, well-known brands, top-selling products and an iconic heritage.
Maidenform designs, sources and markets an extensive range of intimate apparel
products, including bras, panties and shapewear. During its 87-year
history, Maidenform has built strong equity for its brands and established a
platform for growth through a combination of innovative, first-to-market designs
and creative advertising campaigns focused on increasing brand awareness with
generations of women. Maidenform sells its products under some of the
most recognized brands in the intimate apparel industry, including
Maidenform®,
Flexees®,
Lilyette®, Control
It!®,
Luleh®, Sweet
Nothings®,
Rendezvous®,
Subtract®,
Bodymates®, Self
Expressions® and
Inspirations®.
Maidenform products are currently distributed in approximately 60 countries and
territories outside the United States.
Maidenform
Contact:
Chris
Vieth
Chief
Operating Officer & Chief Financial Officer
(732)
621-2101 or cvieth@maidenform.com
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Forward
Looking Statement: This press release contains forward-looking statements
relating to future events and the Company’s future performance within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including, without
limitation, statements regarding our expectations, beliefs, intentions or future
strategies that are signified by the words “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects”
or similar words or phrases, although not all forward-looking statements contain
such identifying words. All forward-looking statements included in
this press release are based on information available to the Company on the date
hereof. It is routine for the Company’s internal projections and
expectations to change as the year or each quarter in the year progress, and
therefore it should be clearly understood that the internal projections and
beliefs upon which the Company bases its expectations may change prior to the
end of each quarter or the year. Although these expectations may
change, we assume no obligation to update or revise publicly any forward-looking
statements whether as a result of new information, future events or otherwise.
Actual events or results may differ materially from those contained in the
projections or forward-looking statements.
The
following factors, among others, could cause the Company’s actual results to
differ materially from those expressed in any forward-looking statements: the
worldwide apparel industry may continue to be harmed by the current global
economic downturn, the unprecedented conditions in the financial and credit
markets may affect the availability and cost of our funding, the Company’s
growth cannot be assured and any growth may be unprofitable; potential
fluctuations in our results of operations or rate of growth; our dependence on a
limited number of customers; the Company has larger competitors with greater
resources; retail trends in the intimate apparel industry, including
consolidation and the development of private brands, resulting in downward
pressure on prices, reduced floor space and other harmful changes; failure to
anticipate, identify or promptly react to changing trends, styles, or consumer
preferences; the Company’s credit agreement could limit growth opportunities;
external events that disrupt the Company’s supply chain, result in increased
cost of goods or an inability to deliver its products; events which result in
difficulty in procuring or producing products on a cost-effective basis;
increases in the prices of raw materials; changing international trade
regulation, including as it relates to the imposition or elimination of quotas
on imports of textiles and apparel; foreign currency exposure; and the
sufficiency of cash to fund operations and capital expenditures.
This list
is intended to identify only certain of the principal factors that could cause
actual results to differ from those discussed in the forward-looking
statements. Readers are referred to the reports and documents filed
from time to time by the Company with the Securities and Exchange Commission for
a discussion of these and other important risk factors that could cause actual
results to differ from those discussed in forward-looking
statements.
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