Guess Inc. Take Private Transaction – O’Melveny Legal Advice
Table of Contents
LOS ANGELES, CA – May 22, 2025 – Guess?, inc. (NYSE: GES) today announced that it has entered into a definitive merger agreement with Authentic Brands Group (ABG), a global brand advancement, marketing, and entertainment company. Under the terms of the agreement, ABG will acquire Guess? for $21.60 per share in an all-cash transaction, representing a total enterprise value of approximately $1.8 billion, including outstanding debt.
the transaction represents a premium of approximately 73% to Guess?’s unaffected closing common stock price of $12.47 on March 14, 2025, the last trading day prior to Guess?’s initial announcement regarding a non-binding acquisition proposal.
Strategic Rationale
The acquisition is expected to leverage ABGS extensive network and expertise in brand building, marketing, and licensing to accelerate Guess?’s growth and expand it’s global reach. ABG intends to build upon Guess?’s strong brand heritage and iconic designs while optimizing its operations and distribution channels.
Transaction Details
The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Guess?’s stockholders.The companies anticipate the transaction will close in the second half of 2025.
Guess? will continue to operate its business as usual during the pendency of the transaction. The company’s management team will work closely with ABG to ensure a smooth transition.
Critically important Information for Stockholders
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND STOCKHOLDERS OF GUESS? ARE URGED TO CAREFULLY READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE SCHEDULE 13E-3 AND OTHER RELEVANT MATERIALS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GUESS?, THE PROPOSED TRANSACTION AND RELATED MATTERS.
The Proxy Statement (and any amendments or supplements thereto), Schedule 13E-3 and other relevant materials will be filed with the SEC and mailed or otherwise made available to Guess?’s stockholders. Guess?’s stockholders may obtain free copies of the Proxy Statement (and any amendments or supplements thereto), Schedule 13E-3, and other documents Guess? files with the SEC from the SEC’s website at www.sec.gov or through the Investors portion of Guess?’s website at investors.guess.com under the link “SEC Filings” or by contacting Guess?’s Investor Relations by e-mail at IR@guess.com.
Participants in the Solicitation
Guess? and its executive officers and directors and certain other members of management and employees and Authentic may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from Guess?’s stockholders in connection with the proposed Transaction. Information regarding Guess?’s directors and executive officers and their ownership of Guess?’s common stock is set forth in the definitive proxy statement for its 2025 annual meeting of stockholders (available here), which was filed with the SEC on May 16, 2025. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed Transaction when they become available. These documents can be obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which include all statements that do not relate solely to historical or current facts.forward-looking statements,which are frequently indicated by terms such as “expect,” “could,” “will,” “should,” “goal,” “strategy,” “believe,” “estimate,” “continue,” “outlook,” “plan,” “create,” “see,” “proposed,” “intend,” and similar terms,are only expectations,and involve known and unknown risks and uncertainties,which may cause actual results in future periods to differ materially from what is currently anticipated. These forward-looking statements include, but are not limited to, statements regarding expected timing and anticipated completion of the Transaction, anticipated effects of the proposed Transaction, the treatment of outstanding equity and equity awards of Guess?, any consideration of choice proposals, financing sources for the Transaction, future dividend payments, and other characterizations of future events or circumstances. These forward-looking statements are based on management’s current beliefs, and also assumptions made by, and information currently available to, Guess?, all of which are subject to change and are made only as of the date hereof. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: the risk that the proposed Transaction may not be completed in a timely manner or at all; the failure to satisfy any of the conditions to the proposed pre-closing restructuring described in the Merger Agreement or to the consummation of the proposed Transaction, including the receipt of certain regulatory approvals; the failure to obtain requisite stockholder approvals; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the merger Agreement, including in circumstances requiring guess? to pay a termination fee; the effect of the announcement or pendency of the proposed Transaction on Guess?’s business relationships, operating results and business generally; risks that the proposed Transaction disrupts guess?’s current plans and operations; Guess?’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, suppliers, licensees, landlords and others with whom it does business, in light of the proposed Transaction; risks related to diverting management’s attention from guess?’s ongoing business operations; unexpected costs, charges or expenses resulting from the proposed Transaction; potential litigation relating to the proposed Transaction that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; continued availability of capital and financing and rating agency actions; certain restrictions during the pendency of the Transaction that may impact Guess?’s ability to pursue certain business opportunities or strategic transactions; the possibility that the parties to the Transaction may not achieve some or all of any anticipated benefits with respect to Guess?’s business and the Transaction may not be completed in accordance with the parties’ expected plans or at all; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the risk that Guess?’s stock price may decline significantly if the Transaction is not consummated; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war or hostilities, as well as management’s response to any of the aforementioned factors; the impact of adverse general and industry-specific economic and market conditions; uncertainty as to timing of completion of the proposed Transaction; legislative, regulatory and economic developments affecting guess?’s business and other risks and uncertainties associated with Guess?’s businesses set forth in Guess?’s SEC filings, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended February 1, 2025, as updated from time to time in subsequent filings with the SEC. No list or discussion of risks or uncertainties should be considered a complete statement of all potential risks and uncertainties. Unlisted or unknown factors may present important additional obstacles to the realization of forward-looking statements. Guess? undertakes no obligation to provide revisions or updates to any forward-looking statements, whether as an inevitable result of new information, future events or or else, should circumstances change, except as otherwise required by law.
Contacts
Investors
Guess?, Inc.
Investor Relations
Fabrice Benarouche
Senior Vice President Finance,Investor Relations and Chief Accounting Officer
(213) 765-5578
ir@guess.com
Media
Eric brielmann / Leigh Parrish / Kaitlin Kikalo
Joele Frank,Wilkinson Brimer Catcher
(212) 355-4449
Guess-media@joelefrank.com