Tefron Announces Board Approval of a Rights Offering and a Reverse Stock Split
MISGAV,
(NYSE:TFR; TASE:TFRN), a leading producer of seamless intimate apparel and
engineered-for-performance (EFPTM) active wear, today announced that its
Board of Directors has approved an offering of subscription rights to its
shareholders to acquire Tefron’s ordinary shares and a reverse stock split of
Tefron’s ordinary shares.
Rights Offering
Pursuant to the proposed rights offering, each shareholder would be
provided the right to acquire one ordinary share of Tefron at a price of
Fractional shares would not be issued upon exercise of rights. If all of the
rights are exercised, Tefron would raise
the offering. Tefron intends to use the proceeds of the transaction for
general corporate purposes..
In the event the reverse stock split described below is approved by
shareholders, the subscription price per share would be adjusted accordingly.
Tefron intends to file a registration statement with the SEC and a
prospectus with the Israeli Securities Authority for the rights offering. The
setting of a record date and the commencement of the rights offering are
subject to the declaration of effectiveness of the registration statement by
the SEC and approval of the prospectus by the Israeli Securities Authority.
The rights offering is subject to termination or amendment at the discretion
of the Company’s board of directors.
This announcement does not constitute an offer to sell nor a solicitation
of an offer to buy any securities. Any such offer may be made solely by
prospectus.
Reverse Stock Split
The Board’s decision to approve the reverse stock split is part of
Tefron’s efforts to regain compliance with New York Stock Exchange (NYSE)
listing rules. Despite this action, Tefron cannot assure that its shares will
continue to be listed on the NYSE.
Pursuant to the reverse stock split, which is subject to shareholder
approval, each 10 ordinary shares of issued and outstanding ordinary shares
will be converted into one ordinary share. A reverse stock split would not
have any impact on the voting and other rights of shareholders. The Company
plans to hold a special meeting of shareholders in January to vote on the
reverse stock split. The time, date and other details regarding the special
meeting will be communicated to shareholders at a later date via proxy
materials filed with the SEC.
The Board also decided to propose to shareholders at the same special
meeting of shareholders, to increase Tefron’s authorized share capital by
20,000,000 shares, which would be converted into 2,000,000 shares after
completion after the execution of the reverse stock split.
About Tefron
Tefron manufactures boutique-quality everyday seamless intimate apparel,
active-wear and swimwear sold throughout the world by such name-brand
marketers as Victoria’s Secret, Nike, Target, The Gap,
lululemon athletica, Warnaco/
Anywhere, Abercombie&Fitch, and El Corte Englese, as well as other well known
retailers and designer labels. The company’s product line includes knitted
briefs, bras, tank tops, boxers, leggings, crop, T-shirts, nightwear,
bodysuits, swimwear, beach wear and active-wear.
This press release contains certain forward-looking statements, within
the meaning of Section 27A of the US Securities Act of 1933, as amended,
Section 21E of the US Securities Exchange Act of 1934, as amended, and the
safe harbor provisions of the US Private Securities Litigation Reform Act of
1995, with respect to the Company’s business, financial condition and results
of operations. We have based these forward-looking statements on our current
expectations and projections about future events.
Words such as “believe,” “anticipate,” “expect,” “intend,” “will,”
“plan,” “could,” “may,” “project,” “goal,” “target,” and similar expressions
often identify forward-looking statements but are not the only way we
identify these statements. Except for statements of historical fact contained
herein, the matters set forth in this press release regarding our future
performance, plans to increase revenues or margins and any statements
regarding other future events or future prospects are forward-looking
statements.
These forward looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those contemplated
in such forward-looking statements, including, but not limited to:
- our customers' continued purchase of our products in the same
volumes or on the same terms;
- the cyclical nature of the clothing retail industry and the
ongoing changes in fashion preferences;
- the competitive nature of the markets in which we operate,
including the ability of our competitors to enter into and compete in
the seamless market in which we operate;
- fluctuations in inflation and currency rates;
- the potential adverse effect on our business resulting from our
international operations, including increased custom duties and import
quotas (e.g., in China, where we manufacture for our swimwear
division);
- the potential adverse effect on our future operating efficiency
resulting from our expansion into new product lines with more
complicated products, different raw materials and changes in market
trends;
- the purchase of new equipment that may be necessary as a result
of our expansion into new product lines;
- our dependence on our suppliers for our machinery and the
maintenance of our machinery;
- the fluctuations costs of raw materials;
- our dependence on subcontractors in connection with our
manufacturing process;
- our failure to generate sufficient cash from our operations to
pay our debt; and
- political, economic, social, climatic risks, associated with
international business and relating to operations in Israel;
As well as certain other risks detailed from time to time in the
Company’s filings with the Securities and Exchange Commission. The Company
undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Contacts
Company Contact: IR Contact:
Eran Rotem Ehud Helft / Kenny Green
Chief Financial Officer G.K. Investor Relations
+972-4-9900803 +1-646-201-9246
reran@tefron.com info@gkir.com
SOURCE Tefron Ltd