Hanesbrands Inc.
1000 East Hanes Mill Road
Winston-Salem, NC 27105
FOR IMMEDIATE RELEASE
1000 East Hanes Mill Road
Winston-Salem, NC 27105
FOR IMMEDIATE RELEASE
| News Media, contact: | Matt Hall, (336) 519 3386 |
| Analysts and Investors, contact: | Brian Lantz, (336) 519-7130 |
HANESBRANDS INC. RESPONDS TO BELOW-MARKET-PRICE MINI-TENDER OFFER BY TRC CAPITAL CORPORATION
WINSTON-SALEM, N.C. (Oct. 3, 2006) – Hanesbrands Inc. (NYSE: HBI) today said that it has been notified of an unsolicited “mini-tender offer” to Hanesbrands stockholders to buy Hanesbrands shares at a below-market price by TRC Capital Corporation. The mini-tender offer is for up to 2 million shares, or approximately 2.1 percent of Hanesbrands outstanding shares.
Hanesbrands does not recommend or endorse this unsolicited mini-tender offer. Hanesbrands is not associated in any way with TRC Capital Corporation, the mini-tender offer or the offer documentation.
TRC Capital's offer price in the mini-tender is $21.50 per share. The offer price is 3.9 percent below the closing price of Hanesbrands stock on Sept. 26, 2006, the day prior to the date of the offer, and 4.4 percent below yesterday’s closing price of $22.49.
Mini-tender offers, such as this one by TRC Capital, are tender offers for less than 5 percent of a company’s stock and typically do not provide the same investor protections required of larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission and other procedures mandated by U.S. securities laws.
Hanesbrands urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisor and to exercise caution with respect to TRC Capital's offer.
The SEC has issued the online brochure “Mini-Tender Offers: Tips for Investors” regarding mini-tender offers, noting that often in making the mini-tender offers at below-market prices “bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC's mini-tender offer online brochure may be found on the SEC Web site at www.sec.gov/investor/pubs/minitend.htm. Hanesbrands Inc. Responds to Below-Market-Price
Hanesbrands stockholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m. EDT on Oct. 26, 2006.
Hanesbrands recommends that broker/dealers and other market participants in the dissemination of the offer refer to the SEC's recommendations to broker/dealers in these circumstances and to Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials. The SEC recommendations may be found on the SEC Web site at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and the NYSE memo may be found under the Information for Market Professionals tab (NYSE Regulation – Information Memos) on the NYSE's Website at www.nyse.com.
Hanesbrands Inc.
Hanesbrands Inc. is a leading marketer of innerwear, outerwear and hosiery apparel under strong consumer brands, including Hanes, Champion, Playtex, Bali, Just My Size, barely there and Wonderbra. The company designs, manufactures, sources and sells T-shirts, bras, panties, men’s underwear, children’s underwear, socks, hosiery, casual wear and active wear. Hanesbrands has approximately 50,000 employees in 24 countries. More information may be found on the company’s Web site at www.hanesbrands.com.
Cautionary Statement Concerning Forward-Looking Statements All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding our launch as an independent company and the benefits expected from that launch. These statements speak only as of the date of this press release, are based on our current plans and expectations, and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to our ability to migrate our production and manufacturing operations to lower-cost centers around the world; the highly competitive and evolving nature of the industry in which we compete; our ability to effectively manage our inventory and reduce inventory reserves; any loss of or reduction in sales to any of our top customers; risks associated with our foreign operations or foreign supply sources; the impact of economic and business conditions and industry trends in the countries in which we operate our supply chain; any failure by us to protect against dramatic changes in the volatile market price of cotton; our substantial debt and debt-service requirements that restrict our operating and financial flexibility and impose significant interest and financing costs; future financial performance, including availability, terms and deployment of capital; and the outcome of any pending or threatened litigation. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements, other than as required by law.
TRC Capital's offer price in the mini-tender is $21.50 per share. The offer price is 3.9 percent below the closing price of Hanesbrands stock on Sept. 26, 2006, the day prior to the date of the offer, and 4.4 percent below yesterday’s closing price of $22.49.
Mini-tender offers, such as this one by TRC Capital, are tender offers for less than 5 percent of a company’s stock and typically do not provide the same investor protections required of larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission and other procedures mandated by U.S. securities laws.
Hanesbrands urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisor and to exercise caution with respect to TRC Capital's offer.
The SEC has issued the online brochure “Mini-Tender Offers: Tips for Investors” regarding mini-tender offers, noting that often in making the mini-tender offers at below-market prices “bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC's mini-tender offer online brochure may be found on the SEC Web site at www.sec.gov/investor/pubs/minitend.htm. Hanesbrands Inc. Responds to Below-Market-Price
Hanesbrands stockholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m. EDT on Oct. 26, 2006.
Hanesbrands recommends that broker/dealers and other market participants in the dissemination of the offer refer to the SEC's recommendations to broker/dealers in these circumstances and to Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials. The SEC recommendations may be found on the SEC Web site at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and the NYSE memo may be found under the Information for Market Professionals tab (NYSE Regulation – Information Memos) on the NYSE's Website at www.nyse.com.
Hanesbrands Inc.
Hanesbrands Inc. is a leading marketer of innerwear, outerwear and hosiery apparel under strong consumer brands, including Hanes, Champion, Playtex, Bali, Just My Size, barely there and Wonderbra. The company designs, manufactures, sources and sells T-shirts, bras, panties, men’s underwear, children’s underwear, socks, hosiery, casual wear and active wear. Hanesbrands has approximately 50,000 employees in 24 countries. More information may be found on the company’s Web site at www.hanesbrands.com.
Cautionary Statement Concerning Forward-Looking Statements All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding our launch as an independent company and the benefits expected from that launch. These statements speak only as of the date of this press release, are based on our current plans and expectations, and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to our ability to migrate our production and manufacturing operations to lower-cost centers around the world; the highly competitive and evolving nature of the industry in which we compete; our ability to effectively manage our inventory and reduce inventory reserves; any loss of or reduction in sales to any of our top customers; risks associated with our foreign operations or foreign supply sources; the impact of economic and business conditions and industry trends in the countries in which we operate our supply chain; any failure by us to protect against dramatic changes in the volatile market price of cotton; our substantial debt and debt-service requirements that restrict our operating and financial flexibility and impose significant interest and financing costs; future financial performance, including availability, terms and deployment of capital; and the outcome of any pending or threatened litigation. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements, other than as required by law.
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