Contact:
For Tarrant Apparel Group
Patrick Chow, CFO
(323) 780-8250
For Immediate
Release
Tarrant Apparel Group Announces Special Meeting Of Shareholders
LOS ANGELES, California, July 2, 2009 (Business Wire) -- Tarrant Apparel
Group (NASDAQ: TAGS) (the "Company" or "Tarrant"), a design and sourcing
company for private label and private brand casual apparel, today
announced that it will hold a special meeting of shareholders on Thursday,
August 20, 2009 at 10:00 a.m. Pacific time. The meeting will be held at
the Company’s corporate headquarters located at 801 South Figueroa Street,
Suite 2500, Los Angeles, California 90017. At this meeting, shareholders
will vote on the previously announced merger agreement, dated as of
February 26, 2009, among the Company and affiliates of Gerard Guez, the
Company’s Interim Chief Executive Officer and Chairman of its Board of
Directors, and Todd Kay, the Company’s Vice-Chairman of its Board of
Directors. Pursuant to the merger agreement, Messrs. Guez and Kay’s
affiliates have agreed to acquire all of the shares of common stock of the
Company not already owned by them for $0.85 per share in cash. The
Company’s shareholders of record at the close of business on Monday, July
6, 2009 will be entitled to notice of the special meeting and to vote on
the proposal.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995:
This press release contains a number of statements about the Company’s
future business prospects which are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include all statements which are not purely
historical and include, but are not necessarily limited to, all statements
relating in any way to the proposed transaction with Messrs. Guez and Kay
and their affiliates. All such forward-looking statements are based upon
information available to the Company as of the date hereof, and the
Company disclaims any intention or obligation to update any such
forward-looking statements. Actual results could differ materially from
current expectations. Factors that could cause or contribute to such
differences include, among others, the risks and uncertainties identified
in the reports filed from time to time by the Company with the U.S.
Securities and Exchange Commission, including the Company’s most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Additional Information and Where to Find It:
This document may be deemed to be solicitation material
in respect of the proposed business combination of the Company, Sunrise
Acquisition Company, LLC ("Parent") and Sunrise Merger Company ("Merger
Sub"). In connection with the proposed transactions, a joint Rule 13e-3
Transaction Statement on Schedule 13E-3 and a proxy statement on Schedule
14A (the "Proxy Statement") have been filed by the Company with the SEC.
SHAREHOLDERS OF THE COMPANY ARE ENCOURAGED TO READ THE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. The
definitive Proxy Statement will be mailed to shareholders of the Company.
Investors and security holders will be able to obtain the documents free
of charge at the SEC’s website, www.sec.gov, or from Tarrant Apparel
Group, Attention: Chief Financial Officer, 801 S. Figueroa St., Ste 2500,
Los Angeles, CA 90017.2
Parent, Merger Sub and the Company and their
respective directors, managers and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the merger. Gerard Guez, the
Company’s interim chief executive officer and chairman of the board of
directors, is the president, secretary and chief financial officer and
sole director of Merger Sub and a member and a manager of Parent and Todd
Kay is a member and a manager of Parent. Information about Messrs. Guez
and Kay and the other directors and executive officers of the Company who
may be deemed to be participants in the solicitation of proxies in respect
of the merger is available in the Company’s annual proxy statement filed
with the SEC on April 28, 2008. Additional information regarding the
interests of such potential participants will be included in the proxy
statement related to the merger and the other relevant documents filed
with the SEC when they become available.
Download the file as PDF
