Phillips-Van Heusen Will Buy Shoemaker G. H. Bass
Phillips-Van Heusen Corp. has agreed to pay $79 million for G. H. Bass & Co., the New England shoemaker that has found an enduring market for its 50-year-old Bass Weejuns loafer, it was announced Thursday.
As part of several major transactions announced Thursday, some of which appeared to strengthen the company’s ability to fight off a possible hostile takeover, Phillips-Van Heusen said it will buy back slightly more than a third of its stock for $145.6 million.
Phillips-Van Heusen recently rejected a $22-per-share takeover offer from Rosewood Financial, which has a 19.7% stake in the New York company.
The company’s plan to buy 5.2 million of its shares for $28 each represents a premium over the stock’s $24.375 closing price Thursday on the New York Stock Exchange, which was unchanged from the Wednesday’s close.
In addition, Phillips-Van Heusen sold a package of debt and convertible preferred stock to Prudential Insurance Co. of America for $150 million.
While stopping short of calling the stock buyback and the issuance of shares to Prudential an anti-takeover move, analyst Liz Armstrong of Johnson Redbook Service noted that the transactions “certainly would make a takeover extremely, extremely difficult.”
Management, Phillips family members and company pension plans will hold about 60% of the company’s stock after the buyback, Armstrong said. What’s more, the agreement with Prudential requires that the insurance company not “take any action inconsistent with its investment intent.”
Asked if the transactions were intended to be takeover defenses, Phillips-Van Heusen Vice President Edward C. Cohen replied, “I’m not going to characterize it.”
A spokesman for Rosewood Financial declined to comment on Phillips-Van Heusen’s plans. Rosewood Financial is owned by millionaire Texas investor Caroline Rose Hunt, known until recently as Caroline Hunt Shoellkopf.
The purchase of G. H. Bass from the Chesebrough-Pond’s Inc. subsidiary of Unilever will focus Phillips-Van Heusen on two product lines--men’s and women’s shirts and sweaters and men’s and women’s footwear, the company said.
Phillips-Van Heusen added that it completed the sale of four retail menswear chains, including Harris & Frank of Los Angeles, and a menswear manufacturer to a management-led group for $30.6 million in cash and $4.4 million in debt securities and 365,640 shares of Phillips-Van Heusen stock that had been held by those members of management.
