Iconix Brand Group Inc announced that the Company has completed the merger of Mossimo Inc with and into a subsidiary of Iconix.
The Company signed a definitive agreement as of March 31, 2006 to acquire Mossimo subject to the receipt of certain regulatory clearances that have since been received, and the approval by the Mossimo stockholders which occurred at a special meeting called for such purposes on October 31, 2006.
Iconix acquired all of the outstanding shares of Mossimo Inc in consideration for 0.2271139 of a share of Iconix common stock and $4.25 in cash for each share of Mossimo common stock.
The total purchase price for Mossimo Inc was 3,608,810 shares of Iconix common stock and $67.5 million in cash.
On closing Mossimo had approximately $22 million in cash. Mossimo stockholders also received non-transferable contingent share rights entitling them to additional shares of Iconix common stock after the first anniversary of the merger if Iconix's common stock does not close at or above $18.71 for at least 20 consecutive trading days during the year following the merger.
Based upon the three day average price of Iconix stock prior to the closing, the maximum additional shares of common stock that Iconix potentially will have to issue is approximately 41,000 shares.
In addition the Company paid Cherokee Inc $33.0 million upon the closing of the merger in connection with a termination and settlement agreement with Cherokee.
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