NEW YORK, Nov. 1 /PRNewswire-FirstCall/ -- Iconix Brand Group, Inc.
(Nasdaq: ICON) ("Iconix" or the "Company") announced today that the Company
has completed the merger of Mossimo, Inc. (Nasdaq: MOSS) ("Mossimo") with and
into a subsidiary of Iconix. The Company signed a definitive agreement as of
March 31, 2006 to acquire Mossimo subject to the receipt of certain regulatory
clearances that have since been received, and the approval by the Mossimo
stockholders which occurred at a special meeting called for such purposes on
October 31, 2006.
Iconix acquired all of the outstanding shares of Mossimo, Inc. in
consideration for 0.2271139 of a share of Iconix common stock and $4.25 in
cash for each share of Mossimo common stock. The total purchase price for
Mossimo Inc. was 3,608,810 shares of Iconix common stock and $67.5 million in
cash. On closing Mossimo had approximately $22 million in cash. Mossimo
stockholders also received non-transferable contingent share rights entitling
them to additional shares of Iconix common stock after the first anniversary
of the merger if Iconix's common stock does not close at or above $18.71 for
at least 20 consecutive trading days during the year following the merger.
Based upon the three day average price of Iconix stock prior to the closing,
the maximum additional shares of common stock that Iconix potentially will
have to issue is approximately 41,000 shares. In addition the Company paid
Cherokee Inc. $33.0 million upon the closing of the merger in connection with
a termination and settlement agreement with Cherokee.
To finance the transactions, the Company borrowed $90.0 million from
Merrill Lynch Mortgage Capital Inc. pursuant to a two-year secured note that
bears interest at a variable rate equal to the three-month LIBOR plus 5.125%
per annum.
The Mossimo brand is projected to generate between $20 and $25 million in
2007 royalty revenue, primarily from a license agreement with the Target
Corporation, but with additional contribution from licenses in Australia,
South America, Mexico and Japan. As part of the transaction, Mossimo
Giannulli, founder and chairman of Mossimo, Inc, has joined Iconix as a
consultant and will continue to work with the Company to build the brand
domestically and internationally.
Neil Cole, Chairman and CEO of Iconix, stated, "We are thrilled to have
added Mossimo to our growing portfolio of powerful brands. Not only does this
acquisition further diversify our revenue base, but it also solidifies our
relationship with Target, one of the world's leading retailers. I am confident
that Mossimo will continue to grow around the world into an even stronger
lifestyle brand."
Iconix Brand Group Inc. (Nasdaq: ICON) owns, licenses and markets a
growing portfolio of consumer brands including CANDIE'S(R), BONGO(R), BADGLEY
MISCHKA(R), JOE BOXER(R), RAMPAGE(R), MUDD(R), LONDON FOG(R) and MOSSIMO(R).
The Company has also entered into a definitive agreement to purchase the brand
OCEAN PACIFIC(R). The Company licenses its brands to a network of leading
retailers and manufacturers that touch every major segment of retail
distribution from the luxury market to the mass market in both the U.S. and
around the world. Iconix, through its in-house advertising, promotion and
public relations agency, markets its brands to continually drive greater
consumer awareness and equity.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995. The statements that are not historical facts contained in this press
release are forward looking statements that involve a number of known and
unknown risks, uncertainties and other factors, all of which are difficult or
impossible to predict and many of which are beyond the control of the Company,
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or
achievements expressed or implied by such forward looking statements. Such
factors include, but are not limited to, uncertainty regarding the results of
the Company's acquisition of additional licenses, continued market acceptance
of current products and the ability to successfully develop and market new
products particularly in light of rapidly changing fashion trends, the impact
of supply and manufacturing constraints or difficulties relating to the
Company's licensees' dependence on foreign manufacturers and suppliers,
uncertainties relating to customer plans and commitments, the ability of
licensees to successfully market and sell branded products, competition,
uncertainties relating to economic conditions in the markets in which the
Company operates, the ability to hire and retain key personnel, the ability to
obtain capital if required, the risks of litigation and regulatory
proceedings, the risks of uncertainty of trademark protection, the uncertainty
of marketing and licensing acquired trademarks and other risks detailed in the
Company's SEC filings. The words "believe", "anticipate," "expect",
"confident", "project", provide "guidance" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance
on these forward looking statements, which speak only as of the date the
statement was made.
Contact: David Conn
Executive Vice President
Iconix Brand Group
212.730.0030
Joseph Teklits
Integrated Corporate Relations
203.682.8200
SOURCE Iconix Brand Group, Inc.
-0- 11/01/2006
/CONTACT: David Conn, Executive Vice President of Iconix Brand Group,
+1-212-730-0030; or Joseph Teklits of Integrated Corporate Relations,
+1-203-682-8200/
/Web site: http://iconixbrand.com /
(ICON MOSS)
CO: Iconix Brand Group, Inc.; Mossimo, Inc.
ST: New York
IN: ADV REA FAS TEX
SU: TNM
JB
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3416 11/01/2006 08:00 EST http://www.prnewswire.com