Exhibit 2
FOR IMMEDIATE RELEASE
Company Contacts:
Xxxxxx Xxxxxxxx
Brylane Inc.
(000) 000-0000
Pinault-Printemps-Redoute Contacts:
Xxxx Xxxxxxx or Xxx Xxxxxxx
Xxxxx and Company
(000) 000-0000 or 4842
PINAULT-PRINTEMPS-REDOUTE S.A. AND BRYLANE INC. SIGN MERGER
AGREEMENT; PPR TO PROCEED WITH $24.50 TENDER OFFER
New York, New York and Paris, France, March 10, 1999 - Brylane Inc.
(NYSE: BYL) and Pinault-Printemps-Redoute S.A. ("PPR") (PRTP:PA), a Paris based
specialty retailer, announced today that they had entered into a merger
agreement, allowing the two retailers to join forces to compete on a global
basis in the rapidly changing mail order environment.
Under the terms of the merger agreement, PPR will launch a tender
offer to purchase all of the outstanding shares of Brylane not owned by PPR at a
price of $24.50 per share in cash, which represents an increase from PPR's
initial proposal of $20.00 per share. Subject to the terms and conditions of the
merger agreement, all shares of Brylane not tendered by stockholders of Brylane
in the tender offer will be converted into the right to receive $24.50 per share
in cash, subject under certain conditions to stockholders' appraisal rights
under Delaware law. PPR currently owns approximately 49.9% of the outstanding
shares of Brylane.
The merger agreement was recommended by a special committee of the
Brylane Board of Directors, based on, among other things, the opinion of Bear
Xxxxxxx & Co. Inc., financial advisor to the special committee, and was approved
by the Brylane Board. The announcement was made jointly by Xxxxx X. Xxxxxxx,
Xxxxxxx's Chairman, Xxxxx Xxxxxxxx, PPR's Chief Executive Officer, and Xxxxxxx
Xxxxxx, President of RedCats, PPR's mail order catalog company. PPR's financial
advisor was X.X. Xxxxxx & Co.
Xxxxxxx and PPR said that the tender offer would be commenced next
week.
Xxxxxxx and PPR also announced that they, together with the other
defendants, have entered into a Memorandum of Understanding with representatives
of the class counsel regarding the proposed settlement of various purported
class action lawsuits that had been filed relating to the transaction. The
settlement is subject to, among other things, completion of definitive
documentation and other required procedures for court approval.
(more)
Brylane is the nation's leading specialty catalog retailer of
value-priced apparel, with a focused portfolio of catalogs that includes Lane
Bryant, Xxxxxx's, Xxxxxxx Xxxxxx and Xxxx Size, serving the special size apparel
market, and Xxxxxxxx'x of Boston, Xxxxxx, Bridgewater and Xxxxx serving the
regular-size apparel market. In addition, Xxxxxxx's home catalog, introduced in
September 1998, offers value-priced home products. Brylane also markets certain
of its catalogs under the "Sears" name to customers of Sears, Xxxxxxx and Co.
under an exclusive licensing arrangement with Sears Shop at Home Services, Inc.
Brylane is headquartered in New York and has facilities in Indiana,
Massachusetts and Texas.
Headquartered in Paris, PPR operates several different specialized
retail chains that sell a wide range of consumer goods. PPR's principal chains
include Printemps (general merchandise), Conforama (furniture, household
electronic goods and appliances) and Fnac (records, books, computers and
consumer electronics). Through RedCats, PPR is the world's third largest mail
order company.
* * *
This press release is not an offer or the solicitation of an offer to
buy any securities of Brylane, and no such offer or solicitation will be made
except in compliance with applicable securities laws.
Information Concerning Forward-Looking Statements: This press release
contains forward-looking statements as defined by the federal securities laws
that are based on Xxxxxxx's and PPR's current expectations and assumptions,
which are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated, projected or implied.
Certain factors that could cause actual results to differ are indicated in
Brylane's filings with the Securities and Exchange Commission.
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