TowerBrook offers $835 million for True Religion

True Religion VERNON, Calif.—True Religion Apparel says it’s signed a merger agreement with New York/London-based TowerBrook Capital Partners L.P. in a deal valued at $835 million.

The deal, which is subject to approval by shareholders and regulators, is for $32 per share—a 52 percent premium on the company’s October 9, 2012 share price (the day before True Religion announced it was considering a possible sale). The deal could close as early as the third quarter of this year.

“After a thorough review of strategic alternatives to enhance shareholder value, we are pleased to reach this agreement, which provides our shareholders with immediate and substantial cash value representing a significant premium,” commented True Religion’s lead director, Seth Johnson. “The special committee has engaged in a thorough review of the state of the business, its outlook and opportunities. Having considered alternatives over a seven month period, the special committee believes TowerBrook’s $32.00 per share cash offer for the company is in the best interest of our shareholders.”

Interim CEO Lynne Koplin added, “TowerBrook’s investment is an important endorsement of the True Religion brand, its prospects and the hard work and commitment of our team. At this critical inflection point in our business, global growth and product development effort, TowerBrook’s support and experience will be a true differentiator. TowerBrook’s long-term approach toward investment and brand stewardship will best enable True Religion to maintain its leadership position in the marketplace. We are confident the next chapter for True Religion will be a successful one for our employees, customers and all other stakeholders.”

Koplin was named interim CEO when Jeffrey Lubell stepped down as chief executive and creative director in March this year. Lubell agreed to stay on as chairman emeritus and a creative consultant for two years. Koplin, formerly president of True Religion, has also served as president of Tommy Bahama’s women’s division.

True Religion posted a small reduction in fourth-quarter profit in February to $13.5 million, but reported strong sales.

TowerBrook Capital Partners is an investment management firm with a focus on retail and luxury. It has made controlling investments in Jimmy Choo and the athletic underwear brand Odlo.

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