Pryor Cashman Represents Special Committee of Bernard Chaus, Inc. in Going Private Merger
Pryor Cashman represented the Special Committee of independent members of the Board of Directors of Bernard Chaus, Inc. (OTCBB:CHBD.OM) in connection with the merger of Chaus with a subsidiary of Camuto Consulting, Inc. and an entity controlled by the majority stockholders of Chaus, consisting of members of management of Chaus. The merger was publicly announced on July 10, 2012.
Chaus designs, arranges for the manufacture of, and markets, an extensive range of women's career and casual sportswear.
Robert Flug and Phil Barach, both seasoned apparel industry executives, comprised the Special Committee.
Pryor Cashman advised as to the Special Committee’s fiduciary duties in connection with the merger and successfully negotiated:
- Indemnification agreements for the Special Committee members
- An increase in the original offer price of $0.13 per share to $0.21 per share from Camuto
- Certain material terms of the Merger Agreement including obtaining “go-shop” and “fiduciary out” provisions
Pryor Cashman also played an integral role in reaching a settlement of both a class action lawsuit and threatened litigation with pro-active significant public shareholders, both of which opposed the original offer by Camuto.
Partner Richard Frazer and Associate David Parsly, both members of Pryor Cashman’s Corporate Group, represented the Special Committee.
