
Company Website:
http://www.kswiss.com/
WESTLAKE VILLAGE, Calif. -- (Business Wire)
K•Swiss Inc. (NASDAQ: KSWS) has scheduled a special meeting of
stockholders to, among other things, consider and vote on a proposal to
adopt and approve the previously announced Agreement and Plan of Merger,
dated January 16, 2013, by and among K•Swiss, E.Land World Limited, a
corporation organized under the laws of the Republic of Korea, Ian
Acquisition Sub, Inc., a Delaware corporation and an indirect wholly
owned subsidiary of E.Land (“Merger Sub”), pursuant to which Merger Sub
will be merged with and into K•Swiss, with K•Swiss surviving as an
indirect wholly owned subsidiary of E.Land. The special meeting will be
held on Friday, April 26, 2013, at 8 a.m. Los Angeles time at the
Company’s corporate headquarters, located at 31248 Oak Crest Drive in
Westlake Village, California.
K•Swiss’ stockholders of record as of the close of business Friday,
March 8, 2013, will be entitled to notice of and to vote at the special
meeting.
The merger, which is expected to close during the second quarter of
2013, requires the approval of 80% of K•Swiss’ outstanding voting power
and applicable regulatory approvals in addition to other customary
closing conditions.
About K•Swiss
Founded more than forty years ago in Van Nuys, California, K•Swiss
introduced the first all-leather tennis shoe, the K•Swiss “Classic” in
1966. Since its inception, K•Swiss has rooted itself in California Sport
with an aim to be the most inspiring and innovative sports brand in the
market. Today the Company offers performance and lifestyle footwear and
apparel for several categories under its California Sports umbrella
including Tennis Heritage, California Fit (Running, Triathlon and
Fitness) and California Youth. K•Swiss also designs, develops and
markets footwear under the Palladium brand. For more information about
K•Swiss, visit www.kswiss.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 about the expected timing for closing of
the merger. These statements are based on the current beliefs and
expectations of K•Swiss’ management and are subject to known and unknown
risks and uncertainties, including, but not limited to: (i) K•Swiss may
be unable to obtain stockholder approval as required for the merger;
(ii) conditions to the closing of the merger may not be satisfied or
waived; (iii) the merger may involve unexpected costs, liabilities or
delays; (iv) the outcome of any legal proceeding relating to the merger;
(v) the ability and timing to obtain required regulatory approvals; (vi)
the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; and (vii) other
risks to consummation of the merger, including the risk that the merger
will not be consummated within the expected time period or at all. A
complete description of these factors, as well as others which could
affect the Company’s business is set forth in the Company’s periodic
filings, including its Form 10-K for the year ended December 31, 2012,
which was filed with the Securities and Exchange Commission (“SEC”) on
February 27, 2013. Readers are cautioned not to place undue reliance on
these forward-looking statements. K•Swiss undertakes no obligation to
publicly update any forward-looking statement, whether as a result of
new information, future events, or otherwise.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger, K•Swiss plans to file with the
SEC and furnish to its stockholders a proxy statement. BEFORE MAKING ANY
VOTING DECISION, STOCKHOLDERS OF K•SWISS INC. ARE URGED TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND RELATED MATTERS. Stockholders will be able to obtain free
copies of the proxy statement and other documents filed with the SEC by
K•Swiss through the website maintained by the SEC at www.sec.gov,
at the K•Swiss’ website at http://www.kswiss.com/customer/page/investors
and from K•Swiss by directing a written request to K•Swiss, 31248 Oak
Crest Drive, Westlake Village, CA 91361, Attention: Investor Relations.
K•Swiss and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of
K•Swiss in connection with the proposed merger. Information about the
interests of these executive officers and directors in the transaction
described herein will be included in the proxy statement described
above. Additional information regarding these directors and executive
officers is also included in the Company’s Form 10-K, which was filed
with the SEC on February 27, 2013. This document is available free of
charge at the SEC’s website at www.sec.gov
and from K•Swiss by contacting Investor Relations at the address set
forth above.
Contacts:
K•Swiss Inc.
George Powlick, 818-706-5100
Chief Financial
Officer
Source: K•Swiss Inc.