Sycamore Partners to Acquire Hot Topic, Inc. for $14.00 Per Share in Cash
Transaction Valued at $600 Million
Hot Topic, Inc. (NASDAQ Global Select Market: HOTT) (“Hot Topic” or the
“Company”) and Sycamore Partners today announced that they have entered
into a definitive agreement pursuant to which Sycamore Partners will
acquire Hot Topic for $14.00 per share in cash, or a total of
approximately $600 million. The agreement, which has been unanimously
approved by Hot Topic’s Board of Directors, represents a premium of
approximately 30% over Hot Topic’s closing stock price on March 6, 2013.
Lisa Harper, Chief Executive Officer and Chairman of the Board of Hot
Topic, said, “We are pleased that this transaction will allow us to
deliver positive results for our shareholders. In addition, we are very
excited about the future growth for the company and know that Sycamore
Partners will provide great resources and expertise to us as we operate
as a private company.”
“We are excited to partner with the Hot Topic management team and all of
its talented and passionate employees,” said Stefan Kaluzny, Managing
Director of Sycamore Partners. “We look forward to supporting the
Company’s continued growth.”
The transaction, which is structured as a one-step merger with Hot Topic
as the surviving corporation, is subject to customary closing
conditions, including receipt of shareholder and regulatory approvals.
The transaction requires the affirmative vote of holders of a majority
of the Company’s outstanding shares, which will be sought at a special
meeting of shareholders.
In connection with the merger agreement, Lisa Harper and Becker Drapkin
Management LP, holders of 8.9% of the Company’s stock, each signed
customary support agreements indicating they would support the proposed
transaction.
Guggenheim Securities is acting as financial advisor to Hot Topic in
connection with the transaction. Cooley LLP is acting as Hot Topic’s
legal advisor. BofA Merrill Lynch is acting as financial advisor to
Sycamore Partners and Winston & Strawn LLP and the Law Offices of Gary
M. Holihan, P.C. are acting as its legal counsel.
About Hot Topic
Hot Topic, Inc. is a mall and web based specialty retailer operating the
Hot Topic and Torrid concepts, as well as a new test retail concept,
Blackheart. Hot Topic offers music/pop culture-licensed and music/pop
culture-influenced apparel, accessories, music and gift items for young
men and women. Torrid retails on-trend fashion apparel, lingerie and
accessories inspired by and designed to fit the young, voluptuous woman
who wears size 12 and up. Blackheart offers an expanded collection of
dark, edgy, sexy lingerie, accessories and beauty products. As of
February 2, 2013, the Company operated 618 Hot Topic stores in all 50
states, Puerto Rico and Canada, 190 Torrid stores, 5 Blackheart stores,
and Internet stores hottopic.com, torrid.com and blackheartlingerie.com.
About Sycamore Partners
Sycamore Partners is a private equity firm based in New York
specializing in consumer and retail investments. The firm has more than
$1 billion in capital under management. The founders of Sycamore have a
long history of partnering with management teams to improve the
operating profitability and strategic value of their businesses. They
work with companies they believe have significant growth potential,
particularly when given the capital and outside expertise they need to
succeed. For more information, please visit www.sycamorepartners.com.
Cautionary Statement Regarding Forward-Looking Statements
The press release contains forward-looking statements. Statements
that are not historical facts, including statements about beliefs or
expectations, are forward-looking statements. These statements are based
on plans, estimates and projections at the time the Company makes the
statements, and readers should not place undue reliance on them. In some
cases, readers can identify forward-looking statements by the use of
forward-looking terms such as “may,” “will,” “should, “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” or “continue” or the negative of these terms or other
comparable terms. Forward-looking statements involve inherent risks and
uncertainties, and the Company cautions readers that a number of
important factors could cause actual results to differ materially from
those contained in any such forward-looking statement. Factors that
could cause actual results to differ materially from those described in
the press release include, among others: the occurrence of any event,
change or other circumstances that could give rise to the termination of
the merger agreement and the inability to complete the proposed
merger due to the failure to obtain shareholder approval for the
proposed merger or the failure to satisfy other conditions to completion
of the proposed merger, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
transaction. Additional risks are described in the Company’s Annual
Report on Form 10-K for the year ended January 28, 2012 and its
subsequently filed reports with the Securities and Exchange Commission
(“SEC”). Readers are cautioned not to place undue reliance on the
forward-looking statements included in the Press Release, which speak
only as of the date hereof. The Company does not undertake to update any
of these statements in light of new information or future events.
Important Additional Information
In connection with the proposed merger, Hot Topic, Inc. will prepare a
proxy statement to be filed with the SEC. When completed, a definitive
proxy statement and a form of proxy will be mailed to the shareholders
of the Company. THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. The Company’s shareholders will be able to
obtain, without charge, a copy of the proxy statement (when available)
and other relevant documents filed with the SEC from the SEC’s website
at http://www.sec.gov.
The Company’s shareholders will also be able to obtain, without charge,
a copy of the proxy statement and other relevant documents (when
available) by directing a request by mail to Hot Topic, Inc., 18305 E.
San Jose Avenue, City of Industry, California, attention: Jonathan
Block, Secretary, or by calling (626) 839-4681.
Hot Topic and its directors and officers may be deemed to be
participants in the solicitation of proxies from Hot Topic’s
shareholders with respect to the proposed merger. Information about Hot
Topic’s directors and executive officers and their ownership of Hot
Topic’s common stock is set forth in the proxy statement for the
Company’s 2012 Annual Meeting of Stockholders, which was filed with the
SEC on April 26, 2012 and will be set forth in the proxy statement
regarding the proposed merger. Shareholders may obtain additional
information regarding the interests of Hot Topic and its directors and
executive officers in the proposed merger, which may be different than
those of Hot Topic’s stockholders generally, by reading the proxy
statement and other relevant documents regarding the proposed merger,
when filed with the SEC.