CORTE MADERA, Calif., Nov. 27 /PRNewswire-FirstCall/ -- In response to
media and other inquiries concerning the Schedule 13D amendment filed by Sears
Holdings Corporation on Monday, November 26, 2007, the Independent Committee
of Restoration Hardware's Board of Directors stated if Sears will agree to
execute the customary confidentiality and standstill agreement on
substantially the same terms that other parties have signed, it would be
pleased to provide Sears with the confidential information it requested.
"While Sears has announced its willingness to sign a confidentiality
agreement, there is no agreement on terms and, to date, instead of agreeing to
the standstill agreement to which other interested parties have agreed, Sears
has proposed to reserve the right to launch a tender offer outside the
process," the Independent Committee said in a statement today.
The Committee stated that it is encouraged by Sears' current proposal at
$6.75 per share based upon publicly available information, which is a vast
improvement over its prior proposal at $4.00 per share. At the same time, the
Committee stated that it believes that stockholder value will be maximized if
Sears participates inside the process with other interested parties.
"Sears is an American icon," said Ray Hemmig, Chairman of the Independent
Committee. "We are flattered that it is interested in learning more about our
company. We welcome its participation in the process along with the other
interested parties. However, the Committee is firmly committed to a fair
process that will yield the best results for all stockholders and believes
that process is best served through all parties agreeing to the proposed
standstill terms without preferential treatment of one party over another."
On November 8, 2007, Restoration Hardware announced a merger agreement
with Catterton Partners. In that announcement, the Company said that under
the terms of the agreement, the Independent Committee of the Company's Board
of Directors, consistent with its fiduciary duties, would be soliciting
competing proposals from third parties during a 35 day period ending December
13, 2007. On November 19, 2007, Sears filed a Schedule 13D with the SEC
indicating that it had accumulated shares equaling just under a 14% ownership
position in the Company.
About Restoration Hardware
Restoration Hardware, Inc. is a specialty retailer of high quality home
furnishings, bath fixtures and bathware, functional and decorative hardware,
gifts and related merchandise that reflects the Company's classic and
authentic American point of view. Restoration Hardware, Inc. sells its
merchandise offering through its retail stores, catalog (800-762-1005) and
on-line at http://www.restorationhardware.com. The Company currently operates
102 retail stores and eight outlet stores in 30 states, the District of
Columbia and Canada.
Information about the Previously Announced Merger and Where to Find It
On November 8, 2007, Restoration Hardware announced that it had entered
into an agreement and plan of merger with Home Holdings, LLC ("Parent"), and
Home Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub").
Parent and Merger Sub are affiliates of Catterton Partners.
In connection with the proposed merger, Restoration Hardware will file a
proxy statement with the Securities and Exchange Commission (the "SEC").
Investors and security holders are strongly advised to read the proxy
statement when it becomes available because it will contain important
information about the merger and the parties to the merger. Investors and
security holders may obtain a free copy of the proxy statement (when
available) and other documents filed by Restoration Hardware at the SEC
website at http://www.sec.gov. The proxy statement and other documents also
may be obtained for free from Restoration Hardware by directing such request
to Chris Newman, Chief Financial Officer and Secretary, telephone:
(415) 945-4530, or on the company's website at
http://www.restorationhardware.com.
Restoration Hardware and its directors, executive officers and other
members of its management and employees may be deemed participants in the
solicitation of proxies from its stockholders in connection with the proposed
merger. Information concerning the interests of Restoration Hardware's
participants in the solicitation, which may, in some cases, be different than
those of stockholders generally, is set forth in Restoration Hardware's proxy
statements and Annual Reports on Form 10-K, previously filed with the SEC, and
will be set forth in the proxy statement relating to the merger when it
becomes available. Each of these documents may be obtained for free at the SEC
website at http://www.sec.gov or from Restoration Hardware by directing such
request to Chris Newman, Chief Financial Officer and Secretary, telephone:
(415) 945-4530, or on the company's website at
http://www.restorationhardware.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995:
This release contains forward-looking statements that involve known and
unknown risks. Such forward-looking statements include, without limitation,
statements containing words such as "expects" and words of similar import or
statements of management's opinion. There are a number of risks and
uncertainties that could cause actual results to differ materially from these
forward-looking statements, including that (1) the Company may be unable to
obtain stockholder approval required for the merger agreement; (2) the Company
may be unable to obtain regulatory approvals required for the transactions
contemplated by the merger agreement; (3) conditions to the closing of the
merger agreement may not be satisfied; (4) the transaction may involve
unexpected costs, unexpected liabilities or unexpected delays; (5) the
business of the Company may suffer as a result of uncertainty surrounding the
transaction; and (6) the Company may be adversely affected by other economic,
business, and/or competitive factors. Additional factors that may affect the
future results of the Company are set forth in its filings with the Securities
and Exchange Commission, including its recent filings on Forms 10-K, 10-Q and
8-K, including, but not limited to, those described in the Company's Form 10-Q
for the quarter ended August 4, 2007, in Part I, Item 2 thereof ("Management's
Discussion and Analysis of Financial Condition and Results of Operations"), in
Part I, Item 4 thereof ("Controls and Procedures"), and in Part II, Item 1A
thereof ("Risk Factors"). Unless required by law, the Company undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Contacts: Sitrick And Company
Michael Sitrick
Jason Booth
(310) 788-2850
Lance Ignon
(415) 793-8851
Restoration Hardware
Chris Newman
Chief Financial Officer
415-945-4530
SOURCE Restoration Hardware, Inc.
-0- 11/27/2007
/CONTACT: Michael Sitrick or Jason Booth, +1-310-788-2850, or Lance
Ignon, +1-415-793-8851, all of Sitrick And Company, for Restoration Hardware,
Inc.; or Chris Newman, Chief Financial Officer of Restoration Hardware, Inc.,
+1-415-945-4530/
/Web site: http://www.restorationhardware.com /
(RSTO)
CO: Restoration Hardware, Inc.; Catterton Partners; Sears Holdings
Corporation; Home Holdings, LLC; Home Merger Sub, Inc.
ST: California
IN: REA HOU CST
SU: TNM
LS-JP
-- AQTU127 --
6604 11/27/2007 08:30 EST http://www.prnewswire.com