NEW YORK, Aug. 02, 2021 (GLOBE NEWSWIRE) — Iconix Merger Sub Inc., a subsidiary of Iconix Acquisition LLC and an affiliate of Lancer Capital, LLC, and Iconix Brand Group Inc. (Nasdaq: ICON) today announced the successful completion of Purchaser’s offer to purchase all the outstanding shares of Iconix common stock for $3.15 per share, without interest and subject to any applicable withholding taxes, net to the seller in cash. Lancer Capital intends to complete the acquisition of Iconix through a second-step merger.
The tender offer and withdrawal rights expired one minute after 11:59 p.m., New York City time, on July 30, 2021. Continental Stock Transfer & Trust Company, the depositary and paying agent for the tender offer, has advised Lancer Capital that approximately a total of 8,193,534 shares of common stock of Iconix were validly tendered into and not withdrawn from the tender offer (excluding those shares delivered pursuant to Notices of Guaranteed Delivery), representing approximately 56.3037% of the currently outstanding shares of common stock of Iconix.
The number of shares of common stock of Iconix tendered into the tender offer (excluding those shares delivered pursuant to Notices of Guaranteed Delivery) satisfies the minimum tender condition of the tender offer. All other conditions to the tender offer having been satisfied or waived, and Purchaser accepted for payment, and expects to promptly pay for, all shares of common stock of Iconix validly tendered into and not withdrawn from the tender offer.
As the final step of the transactions, Lancer Capital intends to cause the merger of Purchaser with and into Iconix on August 4, 2021, without a vote or meeting of Iconix’s shareholders in accordance with Section 251(h) of the Delaware General Corporation Law. In connection with the merger, each share of common stock of Iconix issued and outstanding immediately prior to the effective time of the merger (other than those shares held in the treasury of Iconix or owned by any direct or indirect wholly owned subsidiary of Iconix and shares owned by Parent or any direct or indirect wholly owned subsidiary of Parent, or by any stockholders of Iconix who have properly exercised their appraisal rights under Section 262 of the Delaware General Corporation Law) will be converted into the right to receive $3.15 per share, net to the seller, in cash, without interest and less any applicable withholding taxes.
Following consummation of the merger, the shares of common stock of Iconix will be delisted and will cease to trade on the Nasdaq. Iconix and Lancer Capital will take steps to cause the shares of common stock of Iconix to be deregistered under the Exchange Act as promptly as practicable.
