Press release from Business Wire
Maidenform Announces Early Termination of HSR Act Waiting Period in Connection with Its Proposed Merger with Hanesbrands
Wednesday, August 28, 2013
Maidenform Announces Early Termination of HSR Act Waiting Period in Connection with Its Proposed Merger with Hanesbrands17:35 EDT Wednesday, August 28, 2013
ISELIN, N.J. (Business Wire) -- Maidenform Brands, Inc. (NYSE:MFB) today announced that it has been notified by the Premerger Notification Office of the Federal Trade Commission of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) applicable to the proposed merger of Maidenform and a wholly owned subsidiary of Hanesbrands Inc. (NYSE:HBI).
The early termination of the waiting period satisfies the condition to the completion of the proposed merger relating to the expiration or termination of any applicable waiting period under the HSR Act. The proposed merger remains subject to approval by the stockholders of Maidenform, as well as other customary closing conditions. As previously disclosed, Maidenform's special meeting of stockholders to vote on the merger will be held on Thursday, October 3, 2013.
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 91-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®, Control It!®, Fat Free Dressing®, Flexees®, Lilyette®, Bodymates®, Inspirations®, Self Expressions® and Sweet Nothings®. Maidenform products are currently distributed in approximately 63 countries and territories outside the United States.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER HAS BEEN FILED WITH THE SEC:
In connection with the pending merger, Maidenform Brands, Inc. (“Maidenform”) filed a proxy statement with the Securities and Exchange Commission (the “SEC”) on August 27, 2013. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement and any other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, investors can obtain, without charge, a copy of the proxy statement and other relevant documents at Maidenform's website at ir.Maidenform.com or by contacting Maidenform's investor relations department by telephone at (732) 621-2300 or via e-mail at firstname.lastname@example.org.
PARTICIPANTS IN THE SOLICITATION:
Maidenform and its directors, executive officers and other members of its management and employees as well as Hanesbrands and its directors and officers may be deemed to be participants in the solicitation of proxies from Maidenform's stockholders with respect to the merger. Information about Maidenform's directors and executive officers and their ownership of Maidenform's common stock is set forth in the proxy statement for Maidenform's 2013 Annual Meeting of Stockholders, which was filed with the SEC on April 10, 2013, the proxy statement for Maidenform's Special Meeting of Stockholders, which was filed with the SEC on August 27, 2013, Maidenform's Annual Report on Form 10-K for the fiscal year ended December 29, 2012, which was filed with the SEC on March 8, 2013, Maidenform's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, which was filed with the SEC on May 9, 2013, Maidenform's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, which was filed with the SEC on August 7, 2013, and Maidenform's Current Reports on Form 8-K, filed May 17, 2013 and July 24, 2013. Information about Hanesbrands' directors and officers is set forth in the proxy statement for Hanesbrands' 2013 Annual Meeting of Stockholders, which was filed with the SEC on February 21, 2013. Stockholders and investors may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the merger, including the interests of Maidenform's directors and executive officers in the merger, which may be different than those of Maidenform's stockholders generally, by reading the proxy statement and other relevant documents regarding the merger, which will be filed with the SEC.
This communication and Maidenform's and Hanesbrands' other public pronouncements contain forward-looking statements within the meaning of the U.S. federal securities laws, including, without limitation, statements regarding management's 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. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which are based on information available to Maidenform or Hanesbrands on the date hereof. Although these expectations may change, Maidenform and Hanesbrands assume no obligation to update or revise publicly any forward-looking statements whether as a result of new information, future events or otherwise. Forward-looking statements necessarily involve risks and uncertainties, many of which are outside of Maidenform's or Hanesbrands' control, that could cause actual results to differ materially from such statements and from Maidenform's historical results and experience. These risks and uncertainties include such things as: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the failure to receive, on a timely basis or otherwise, the required approvals by Maidenform's stockholders and government or regulatory agencies; the risk that a closing condition to the proposed merger may not be satisfied; the ability of Maidenform to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners pending the consummation of the proposed merger; the possibility of disruption to Maidenform's business from the proposed merger, including increased costs and diversion of management time and resources; general economic conditions; retail trends in the intimate apparel industry, including consolidation and continued growth in the development of private brands, resulting in downward pressure on prices, reduced floor space and other harmful changes; and other financial, operational and legal risks and uncertainties detailed from time to time in Maidenform's and Hanesbrands' cautionary statements in their respective filings with the SEC, such as Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. For more information, see Maidenform's and Hanesbrands' respective filings with the SEC.
Sard Verbinnen & Co
Brooke Gordon/Jonathan Doorley/Jared Levy
Christopher W. Vieth