TIG Advisors, LLC (“TIG Advisors” and together with its affiliates the “TIG
Advisors Group” or “we”) a stockholder of Zale Corporation ZLC (“Zale”
or the “Company”), owning approximately 9.5% of its outstanding shares of
common stock, today filed definitive proxy materials with the Securities and
Exchange Commission (SEC) in connection with the special meeting of Zale
stockholders scheduled for May 29, 2014 to consider the proposed merger of
Zale with Signet Jewelers Limited SIG (“Signet”) for $21 per share in
cash.
TIG Advisors urges all shareholders to join it in voting AGAINST Signet's
inadequate $21 per share offer for Zale.
Our public filings with the SEC detail the many flaws in the valuation of Zale
and the negotiation of the agreement, that led us to oppose the transaction,
including:
1. Proposed merger consideration is inadequate and below the standalone value
of Zale;
2. Use of an inappropriate share price benchmark to value the transaction, at
a time when Management's projections for the Company were not known to
investors;
3. Failure to include an equitable share of expected synergies resulting in an
inequitable distribution of value between stockholders of Zale and Signet.
Signet is receiving ~5x the value received by Zale stockholders;
4. Shortcomings in the BofA fairness analysis, also tainted by a potential
conflict on BoA's part; and
5. Potential conflicts of interest with Golden Gate Capital as a result of the
inclusion of Golden Gate's representative on the negotiation committee.
Creating an inherent conflict of interest between a 23% stockholder looking to
sell its stake and a Board decision over the right course to maximize
shareholder value.
TIG Advisors is a substantial Zale stockholder, owning approximately 9.5% of
its stock. We intend to vote AGAINST the inadequate $21 per share offer for
Zale, and we strongly urge all our fellow stockholders to do the same.
Support our efforts by voting on the BLUE proxy card by internet, telephone or
mail AGAINST the approval of the Merger Agreement and related compensation
proposals at the Special Meeting. Alternatively, you may use management's
white proxy card to vote AGAINST the proposals.
Even if you have previously deposited a management white proxy card in support
of the proposals, you can still change your vote by voting your BLUE proxy
AGAINST the merger.
If you have any questions, require assistance in voting your proxy, or require
replacement proxy materials, we encourage you to immediately contact Charlie
Koons 212-929-5708 or Larry Dennedy 212-929-5239 at MacKenzie Partners.
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