Tarrant Apparel Group (NASDAQ: TAGS), a design and sourcing company for
private label and private brand casual apparel, today announced that its
shareholders approved the agreement and plan of merger, dated February
26, 2009, as subsequently amended on June 26, 2009, among Tarrant,
Sunrise Acquisition Company, LLC, Sunrise Merger Company, and Gerard
Guez and Todd Kay. The merger agreement was approved today at a special
meeting of Tarrant’s shareholders, with more than 74% of Tarrant’s
outstanding shares voting in favor of the merger agreement.
Tarrant expects that the merger contemplated by the merger agreement
will be completed as promptly as reasonably practicable. Under the terms
of the merger agreement, all of the outstanding shares of common stock
of Tarrant, other than shares held by Sunrise Acquisition Company, LLC
and Messrs. Guez and Kay, will be acquired for $0.85 per share in cash.
Forward Looking Statements
This release contains forward-looking statements that involve known and
unknown risks. Such forward-looking statements include, without
limitation, statements regarding timing of the closing of the merger and
statements containing words such as “likely” or “expects” and words of
similar import or statements of management’s opinion. There are a number
of risks and uncertainties that could cause actual results to differ
materially from these forward-looking statements, including the
following: (i) conditions to the closing of the merger agreement may not
be satisfied; or (ii) the transaction may involve unexpected costs,
unexpected liabilities or unexpected delays. Additional factors that may
affect the future results of the Company are set forth in its filings
with the Securities and Exchange Commission, including its recent
filings on Forms 10-K, 10-Q and 8-K, including, but not limited to,
those described in the Company’s Form 10-Q for the fiscal quarter ended
June 20, 2009, in Part I, Item 2 thereof (“Management’s Discussion and
Analysis of Financial Condition and Results of Operations”), in Part I,
Item 4 thereof (“Controls and Procedures”), and in Part II, Item 1A
thereof (“Risk Factors”). Unless required by law, the Company undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
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