Talbots Company Pooled Stock Fund will no longer be an investment option in The Talbots, Inc. Retirement Savings Voluntary Plan (R.S.V.P.)
Exhibit (a)(24)
Talbots Company Pooled Stock Fund
will no longer be an investment option in
The Talbots, Inc. Retirement Savings Voluntary Plan (R.S.V.P.)
On May 30, 2012, Talbots entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TLB Holdings LLC, and TLB Merger Sub Inc., a wholly owned subsidiary of TLB Holdings LLC (which we call the “Purchaser” for purposes of this notification).
Pursuant to the Merger Agreement, the Purchaser has commenced a Tender Offer to purchase all of the issued and outstanding shares of Talbots Common Stock (the “Offer”). On July 16, 2012, the Purchaser announced that it had extended the Offer until 5 p.m., Eastern time, on July 27, 2012. It is possible that the Purchaser will extend the Offer again in the future. Any extension of the Offer will be publicly announced.
If the Offer is successfully completed, the Purchaser would merge with the Company pursuant to the terms and subject to the conditions of the Merger Agreement (the “Merger”). Effective as of the time of the Merger, Talbots Common Stock will no longer be publicly traded and the Talbots Company Pooled Stock Fund will no longer be an investment option in The Talbots, Inc. Retirement Savings Voluntary Plan (“R.S.V.P.”).
Because you are eligible to participate in the R.S.V.P. you should be aware of the following in connection with the potential future elimination of the Talbots Company Pooled Stock Fund as an investment option in the R.S.V.P.
Limitations on Transactions Involving Talbots Common Stock While the Offer Is Open
Unless the Offer is extended prior to the then-applicable expiration time, in order for Xxxxx Fargo Bank, N.A., as Trustee of the R.S.V.P. (“Xxxxx Fargo”), to have sufficient time to prepare administratively to respond to the Offer, transactions involving shares of Talbots Common Stock (including all contributions and exchanges out of or investments in the Talbots Company Pooled Stock Fund and loans, withdrawals and distributions from your R.S.V.P. account that include shares of Talbots Common Stock) will be prohibited after 4 p.m., Eastern time, on July 26, 2012 or, if the Offer is extended, after 4 p.m., Eastern time, on the business day prior to the business day on which expiration of the Offer is subsequently scheduled. We anticipate that any such suspension in activity may be lifted in the event of any extension of the Offer. Any suspension in activity will apply to all shares of Talbots Common Stock held in the Talbots Company Pooled Stock Fund, regardless of whether you tendered your shares of Talbots Common Stock in your R.S.V.P. account into the Offer. The restriction only applies to the portion of your R.S.V.P. account that is invested in the Talbots Company Pooled Stock Fund and does not apply to any part of your R.S.V.P. account that is invested in other investment funds.
Closing of the Talbots Company Pooled Stock Fund to New Contributions and Ongoing Contributions Redirected
New contributions and/or transfers into the Talbots Company Pooled Stock Fund will be prohibited after 4 p.m., Eastern time, on July 26, 2012 or, if the Offer is extended, after 4 p.m., Eastern time, on the business day prior to the business day on which expiration of the Offer is subsequently scheduled. Upon the closing of the Offer and the Merger, any ongoing contributions from payroll deductions which had been directed into the Talbots Company Pooled Stock Fund will be invested in the X. Xxxx Price Retirement target date fund associated with your date of birth and estimated retirement age of 65, which is the qualified default investment alternative in the R.S.V.P.
Liquidation of The Talbots Company Pooled Stock Fund and Transfer of Account Balances Following the Close of the Merger
Approximately ten business days after the Merger the Talbots Company Pooled Stock Fund will be liquidated and your balance and future contributions that otherwise would have been directed to the Talbots Company Pooled Stock Fund will be invested in the X. Xxxx Price Retirement target date fund associated with your date of birth and estimated retirement age of 65. The Talbots Company Pooled Stock Fund will no longer be an available investment option in the R.S.V.P. See “Important: Brief Transition Period” and “What You Need To Do” below for additional important information.
Important: Brief Transition Period
To facilitate the liquidation of the Talbots Company Pooled Stock Fund, there will be a brief transition period beginning at 4:00 p.m., Eastern time, on July 26, 2012 (or, if the Offer is extended, after 4 p.m., Eastern time, on the business day prior to the business day on which expiration of the Offer is subsequently scheduled) and ending at 9:00 a.m., Eastern time, approximately ten business days after the Merger.
During this period you will still be able to review your account online and through the Retirement Service Center. Transactions for investments not involved in the Talbots Company Pooled Stock Fund liquidation will be processed normally; however, all transactions that involve the Talbots Company Pooled Stock Fund will not be processed until the transition period is over. After the transition period has ended if you had an account balance that was transferred into the X. Xxxx Price Retirement target date fund associated with your date of birth and estimated retirement age of 65, you may elect to change the way you invest any future contributions to, and/or any existing balance in, such fund.
You can determine whether the transition period has begun or if there are any limitations on transactions in the Talbots Company Pooled Stock Fund by calling Xxxxx Fargo at 0-000-000-0000. Representatives are available to assist you weekdays between 8 a.m. and 9 p.m., Eastern time.
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What You Need To Do
If you have a portion of your account invested in the Talbots Company Pooled Stock Fund and you want the balance of, and/or future contributions to, such account to be transferred upon the successful completion of the Offer and Merger to a X. Xxxx Price Retirement target date fund associated with your date of birth and estimated retirement age of 65, you don’t need to do anything.
If you want to change the way you invest your future contributions to, and/or your existing balance in, the Talbots Company Pooled Stock Fund, then you must initiate a transfer of this balance and/or change your future investment elections into one or more of the other available investment options under the R.S.V.P. You can do this at any time prior to 4 p.m., Eastern time, on July 26, 2012 or, if the Offer is extended, after 4 p.m., Eastern time, on the business day prior to the business day on which expiration of the Offer is subsequently scheduled.
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Access and Make Changes to Your Account Two Easy Ways
Xxxxx Fargo Retirement Plan Website: xxxxxxxxxx.xxx/xxxxxxxxxxxx
To access the website for the first time, click on First Time User. You’ll need your Social Security number and your date of birth in mm/dd/yyyy format. For example, May 8, 1971, should be entered as 05/08/1971.
After you initially sign on, you will be prompted to create a username and password for future use.
Retirement Service Center: 0-000-000-0000
To access your account by phone, you’ll need your Social Security number (SSN) and your personal identification number (PIN), which is initially the last four digits of your SSN. You’ll be required to change your PIN the first time you call.
The Retirement Service Center offers 24-hour automated account access through a touch-tone phone. Representatives are also available Monday through Friday from 7 a.m. to 11 p.m., Eastern time.
For more information about these funds including fees and expenses, obtain a current prospectus by calling the Retirement Service Center at 0-000-000-0000, visiting xxxxxxxxxx.xxx/xxxxxxxxxxxx, or calling your plan administrator.
Notice to Investors
This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to purchase shares of the Company’s common stock is being made pursuant to an Offer to Purchase, Letter of Transmittal and other related materials that Sycamore Partners, L.P. (“Sycamore Partners”) and its affiliates filed with the Securities and Exchange Commission (the “SEC”). Sycamore Partners and its affiliates have filed a Tender Offer Statement on Schedule TO with the SEC in connection with the commencement of the offer, and the Company has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. These materials have been sent free of charge to all of the Company’s stockholders. Investors and security holders of the Company are urged to read these materials and other documents filed by the Company and Sycamore Partners and its affiliates with the SEC carefully in their entirety since they will contain important information. Investors and security holders may obtain free copies of these materials and other documents filed by the Company and Sycamore Partners and its affiliates with the SEC at the website maintained by the SEC at xxx.xxx.xxx. Investors and security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting Talbots Investor Relations at (000) 000-0000, by writing to Investor Relations Department, The Talbots, Inc., Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, or by e-mailing xxxxxxxx.xxxxxxxxx@xxxxxxx.xxx.
Additional Information about the Merger and Where to Find It
In connection with the potential one-step merger, the Company has filed a preliminary Proxy Statement on Schedule 14A with the SEC. Additionally, the Company intends to file other relevant materials with the SEC in connection with the proposed acquisition of the Company by an affiliate of Sycamore Partners pursuant to the terms of an Agreement and Plan of Merger by and among the Company, TLB Holdings LLC and TLB Merger Sub Inc. Investors and security holders of the Company are urged to read the definitive Proxy Statement on Schedule 14A and other relevant materials carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger. Investors and security holders may obtain free copies of these materials and other documents filed by the Company with the SEC at the website maintained by the SEC at xxx.xxx.xxx. Investors and security holders also may obtain free copies of the documents filed by the Company with the SEC by contacting Talbots Investor Relations at (000) 000-0000, by writing to Investor Relations Department, The Talbots, Inc., Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, or by e-mailing xxxxxxxx.xxxxxxxxx@xxxxxxx.xxx.
The Company and certain of its directors and executive officers, under the SEC rules, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Investors and security holders may obtain detailed information regarding the names, affiliations and direct and indirect interests (by security holdings or otherwise, and which may, in some cases, be different than those of the Company’s stockholders, generally) of the Company’s executive officers and directors in (i) the Company’s definitive proxy statement for its 2011 Annual Meeting of Stockholders, (ii) the Annual Report on Form 10-K for the fiscal year ended January 28, 2012, as amended, and (iii) the preliminary Proxy Statement on Schedule 14A and other relevant materials which may be filed with the SEC in connection with the merger when and if they become available. To the extent that the Company’s directors’ and executive officers’ holdings of the Company’s securities change, or have changed, from the amounts indicated in the Company’s preliminary Proxy Statement on Schedule 14A, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Copies of these documents can be obtained free of charge from the Company or the SEC as indicated above.
Forward-looking Information
This communication contains forward-looking information. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “look,” “projected,” “believe,” “anticipate,” “outlook,” “will,” “would,” “should,” “intend,” “potential” or similar statements or variations of such terms. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including: statements concerning the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, suppliers, sourcing agent and landlords; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the SEC, including the risks and uncertainties included under “Risk Factors” and “Forward-looking Information” in Talbots’ Annual Report on Form 10-K for the fiscal year ended January 28, 2012, as amended, and other periodic reports filed with the SEC which are incorporated herein, as well as the Tender Offer Statement on Schedule TO filed by Sycamore Partners and its affiliates and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company. The Company’s Annual Report on Form 10-K, as amended, and other periodic reports are available at the Investor Relations section of the Company’s Website at xxxx://xxx.xxxxxxxxxxxxx.xxx.
All the Company’s forward-looking statements are as of the date of this communication only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse change in one or more of the risk factors or risks and uncertainties referred to in this communication or included in the Company’s other public disclosures or the Company’s other periodic reports or other documents or filings filed with or furnished to the SEC could materially and adversely affect the Company’s continuing operations and the Company’s future financial results, cash flows, available credit, prospects and liquidity. Except as required by law, the Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
