Playboy Enterprises Agrees to Go Private
This short form merger procedure does not require a vote or meeting of stockholders of PEI. If, at the expiration of the tender offer, all conditions to closing are satisfied (including the "majority of the minority" condition) except the threshold condition, then the purchaser will proceed to complete the acquisition of PEI through a long-form merger under Delaware law, which would be approved by written consent by Mr. Hefner's trusts as the holders of a majority of PEI's outstanding Class A shares. In either the short-form or the long-form merger, each outstanding share of Class A and Class B common stock will be converted into the right to receive $6.15 per share in cash except for dissenting shares in the merger.
Closing of the transaction is subject to customary conditions but is not subject to a financing condition. It is expected that the transaction will be completed before or shortly after the end of the first quarter of 2011.
Lazard is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom is acting as legal counsel to Playboy Enterprises. Raine Securities LLC is acting as financial advisor and Kaye Scholer LLP is acting as legal counsel to the Special Committee. Moelis & Company LLC is acting as financial advisor and Munger, Tolles & Olson LLP is acting as legal counsel to Mr. Hefner. Jefferies & Company, Inc. is acting as financial advisor and Sheppard, Mullin, Richter & Hampton LLP is acting as legal counsel to Rizvi Traverse.
About Playboy Enterprises
Playboy is one of the most recognized and popular consumer brands in the world. Playboy Enterprises, Inc. is a media and lifestyle company that markets the brand through a wide range of media properties and licensing initiatives. The company publishes Playboy magazine in the United States and abroad and creates content for distribution via television networks, websites, mobile platforms and radio. Through licensing agreements, the Playboy brand appears on a wide range of consumer products in more than 150 countries as well as retail stores and entertainment venues.