Perry Ellis Advises Shareholders to Vote for Lower Buyout Offer From Founder

MIAMI, United States — Perry Ellis International Inc on Thursday recommended shareholders to vote for the buyout offer from the company's founder instead of a higher bid made by men's accessories maker Randa.

Randa Accessories on Monday offered to buy Perry Ellis for $28 per share, 50 cents higher than founder George Feldenkreis' offer that the company agreed to in June.

Randa's $444 million proposal does not include some requirements that are part of Perry Ellis's agreement with Feldenkreis, such as granting of due diligence access or having negotiations about a competing takeover proposal, the company said.

A committee formed to evaluate the offers also said it was uncertain of Randa's debt financing commitments, as well as the lack of evidence of sufficient cash equity on hand.

"A number of other terms affecting shareholder value or certainty are inferior, including termination fees, additional risks to closing, and the lack of appraisal rights for shareholders," the special committee said.

Randa, which licenses popular brands such as Levi's, Timberland and Tommy Hilfiger, has said that it is able and capable to close its all-cash deal through an asset-based loan and a term loan commitment.

Randa did not immediately respond to a request for comment.

By Aishwarya Venugopal; editors: Bernard Orr and Saumyadeb Chakrabarty.

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