Guess?, Inc. (NYSE: GES) announced it has signed a definitive agreement for certain existing Guess? shareholders (collectively, the “Rolling Stockholders”), including Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini and certain of their respective trusts, foundations and affiliates, to enter into a strategic partnership with Authentic Brands Group LLC (“Authentic”), under which, in connection with the take-private transaction, Authentic will acquire 51% of substantially all Guess? intellectual property after which all of the outstanding common stock of Guess? not already beneficially owned by the Rolling Stockholders will be acquired in an all-cash transaction that values Guess? at approximately $1.4 billion, including debt. The Rolling Stockholders will own 49% of all Guess? intellectual property, and current Guess? management will continue to run the business and own 100% of the operating company.
Guess?, Inc will go private in a $1.4 billion deal with Authentic Brands Group, which will acquire 51 per cent of Guess? IP.
Rolling Stockholders, including the Marcianos and CEO Carlos Alberini, will hold 49 per cent of the IP while management retains 100 per cent of operations.
Shareholders get $16.75/share cash, a 73 per cent premium.
Deal expected to close in FY26 Q4, subject to approvals.
Under the terms of the agreement, Guess? shareholders (other than the Rolling Stockholders) will receive $16.75 per share in cash, representing a premium of approximately 73% to Guess?’s unaffected closing common stock price on March 14, 2025, the last trading day prior to Guess?’s press release announcing its receipt of a non-binding acquisition proposal from a third party.
“Today’s announcement is the result of a thoughtful and independent review by the Special Committee of the Guess? Board of Directors to maximize value for Guess? shareholders,” said Alex Yemenidjian, Chairman of the Guess? Board of Directors and Chairman of the Special Committee. “With the assistance of financial and legal advisors, the Special Committee evaluated a number of potential options and unanimously determined that the transaction with Authentic and the Rolling Stockholders is the best path forward for Guess?, providing Guess? shareholders with immediate and certain cash value at a compelling premium.”
“Over our 44-year history, Guess? has established itself as a global leader in the fashion industry, and today marks another significant milestone on our journey,” said Paul Marciano, Guess? Co-Founder and Chief Creative Officer. “Guess? has always worked to create a strong network of licensing partners, and joining forces with Authentic – the world’s second largest licensor with a powerful lifestyle and entertainment platform – will enable us to build on this foundation and expand our reach as a global lifestyle brand. Guess?’s incredible legacy is a direct result of our unparalleled understanding of our customers and commitment to creating innovative and iconic designs that stand the test of time. I am grateful to our world-class team members and partners and look forward to continuing to work closely with Carlos and our talented leaders in this new chapter.”
“Through this transaction, we look forward to building on the significant progress we have made to strengthen our organization, improve brand awareness and elevate customer engagement,” said Carlos Alberini, Guess? Chief Executive Officer. “As a private company benefiting from the perspectives of a globally recognized licensing partner, Guess? will have enhanced flexibility to navigate today’s complex operating environment and execute on a more targeted, long-term strategy, enabling us to even better serve customers around the world. I want to thank the Special Committee for their diligent work to determine the best value creation opportunity for our shareholders, as well as express my gratitude to Paul for his decades of visionary leadership and continued partnership on the road ahead.”
“Guess? is a powerhouse brand that has defined style and culture for over 40 years,” said Jamie Salter, Founder, Chairman and CEO of Authentic. “We have tremendous respect for the Marcianos and their team, who have built an innovative, heritage-rich brand with incredible global reach and an established ecosystem of partners. We are excited to build on this legacy in partnership with them as Guess? enters its next chapter within our platform.”
Transaction Details
The transaction is expected to close in the fourth quarter of Guess?’s 2026 fiscal year, subject to satisfaction or waiver of regulatory and other customary conditions, including approval by the holders of a majority of Guess?’s outstanding common stock and a majority of the votes cast by the unaffiliated stockholders of Guess?.
The Guess? Board of Directors, with Paul Marciano and Carlos Alberini recusing themselves, unanimously approved the proposed transaction upon the unanimous recommendation of the Special Committee of independent and disinterested directors that led the review and negotiation of this transaction.
The Rolling Stockholders have agreed to roll over their shares of common stock and incentive equity of Guess? in connection with, and vote their shares of common stock in favor of, the proposed merger and the other transactions contemplated by the Merger Agreement, with such voting obligation terminating if the Merger Agreement is validly terminated, including in connection with a “superior proposal.”
The transaction is not subject to a financing condition. The transaction will be financed through a combination of rollover equity by the Rolling Stockholders and cash commitments by Authentic. Under the terms of the Indenture, dated as of April 17, 2023, between Guess? and U.S. Bank Trust Company, National Association, as trustee, holders of Guess?’s 3.75% convertible senior notes due 2028 (the “Convertible Notes”) will have certain rights to cause the repurchase, redemption or conversion of their Convertible Notes in connection with the transaction.
Guess? expects to pay a quarterly cash dividend of $0.225 cents per share through the closing of the transaction.
Upon completion of the transaction, Guess?’s common stock will no longer be listed on any public market.
Advisors
Solomon Partners is acting as financial advisor to the Special Committee, and Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor LLP are acting as legal counsel to the Special Committee.
O’Melveny & Myers LLP and Morris, Nichols, Arsht & Tunnell LLP are acting as legal counsel to Guess? and Joele Frank is serving as strategic communications advisor.
The Sage Group, LLC is acting as financial advisor and Jones Day and Ropes & Gray LLP are acting as legal counsel to the Rolling Stockholders.
J.P. Morgan Securities LLC is acting as financial advisor and Latham & Watkins LLP is acting as legal counsel to Authentic.
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Fibre2Fashion News Desk (HU)