A special committee of Perry Ellis International Inc.'s board on Aug. 14 terminated talks with Randa Accessories Leather Goods LLC, which made a revised unsolicited bid to acquire the apparel maker in early August.
Perry Ellis' largest licensor was unwilling to consent to the arrangement, the Miami-based company said in an Aug. 14 statement.
Randa had offered to increase its offer price again, if Perry Ellis' founder George Feldenkreis and his son Oscar Feldenkreis, the current CEO, help the leather goods maker obtain the consent of the licensor for the deal, according to a letter from Randa CEO Jeffrey Spiegel that Perry Ellis cited in the statement.
"Failing this support, we see no viable path to a transaction between Randa and [Perry Ellis]," Spiegel wrote in the letter.
The special committee said that based on "communications received from the company's key inbound licensor, it became clear that the key inbound licensor precondition to the [Randa] proposal is not likely to be satisfied irrespective of any action taken by the Feldenkreises." Randa had also refused to waive the precondition.
The committee said it continues to support George Feldenkreis' proposal to acquire the company. Perry Ellis' board in June unanimously agreed to be acquired by George Feldenkreis, for $437 million, or $27.50 per share.
Randa began making unsolicited offers for Perry Ellis in July. Its first $28-a-share offer was rejected.
PJ Solomon is serving as financial adviser to the special committee. Paul Weiss Rifkind Wharton & Garrison LLP and Akerman LLP are serving as the special committee's legal counsel, and Innisfree M&A Inc. is serving as the company's proxy solicitor.