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Exhibit 99.(a)(11)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase dated August 22, 2000 and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. Purchaser (as defined below) is not aware of any state where
the making of the Offer is prohibited by administrative or judicial action
pursuant to any valid state statute. If Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of Shares
pursuant thereto, Purchaser will make a good faith effort to comply with such
state statute. If, after such good faith effort, Purchaser cannot comply with
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Shares in such state. In any jurisdiction
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by the Dealer Manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Piercing Pagoda, Inc.
at
$21.50 Net Per Share in Cash
by
Jewelry Expansion Corp.
an indirect wholly owned subsidiary of
Zale Corporation
Jewelry Expansion Corp., a Delaware corporation ("Purchaser") and an indirect
wholly owned subsidiary of Zale Corporation, a Delaware corporation ("Parent"),
is offering to purchase all outstanding shares of common stock, par value $0.01
per share ("Common Stock" or "Shares"), of Piercing Pagoda, Inc., a Delaware
corporation (the "Company"), at a price of $21.50 per Share, net to the seller
in cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated August 22, 2000 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, as amended and
supplemented from time to time, together constitute the "Offer"). All
capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to them in the Offer to Purchase.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, SEPTEMBER 19, 2000, UNLESS THE OFFER IS EXTENDED.
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The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares that would constitute a majority of the outstanding Shares on a fully
diluted basis on the date of purchase, and (ii) the expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended. The Offer is also subject to the additional conditions
contained in Section 14 of the Offer to Purchase.
The purpose of the Offer is to acquire control of, and the entire equity
interest in, the Company. As promptly as practicable following consummation of
the Offer and after satisfaction or waiver of all conditions to the Merger (as
defined below) set forth in the Merger Agreement (as defined below), Purchaser
intends to acquire the remaining equity interest in the Company not acquired in
the Offer by consummating the Merger. The Offer is being made pursuant to an
Agreement and Plan of Merger, dated as of August 11, 2000, among Parent,
Purchaser and the Company (the "Merger Agreement"). The Merger Agreement
provides, among other things, for the making of the Offer by Purchaser, and
further provides that, following the completion of the Offer, upon the terms and
subject to the conditions of the Merger Agreement and in accordance with the
Delaware General Corporation Law (the "DGCL"), the Purchaser will be merged with
and into the Company (the "Merger"). Following the effective time of the Merger
(the "Effective Time"), the Company will continue as the surviving corporation
(the "Surviving Corporation") and will become an indirect wholly owned
subsidiary of Parent, and the separate corporate existence of Purchaser will
cease. At the Effective Time, each share issued and outstanding immediately
prior to the Effective Time (other than (i) shares held by Parent or the
Company, or any of their subsidiaries, and (ii) Shares, if any, held by
stockholders who have properly exercised appraisal rights under Section 262 of
the DGCL) will, by virtue of the Merger and without any action on the part of
the holders of the Shares be converted into the right to receive in cash the per
Share price paid in the Offer, payable to the holder thereof, without interest,
upon surrender of the certificate or certificates formerly representing such
Shares, less any required withholding taxes. The Merger Agreement is more fully
described in Section 10 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DECLARED THAT THE OFFER
AND THE MERGER ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
IS ADVISABLE AND FAIR TO THE STOCKHOLDERS OF THE COMPANY, APPROVED THE OFFER,
THE MERGER AND THE MERGER AGREEMENT, AND RECOMMENDED ACCEPTANCE OF THE OFFER AND
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT BY THE STOCKHOLDERS OF THE
COMPANY.
For purposes of the Offer, Purchaser will be deemed to have accepted for payment
(and thereby purchased) Shares validly tendered and not properly withdrawn as,
if and when Purchaser gives oral or written notice to American Stock Transfer &
Trust Co. (the
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"Depositary") of Purchaser's acceptance for payment of such Shares pursuant to
the Offer. Upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payments from Purchaser and
transmitting such payments to tendering stockholders whose Shares have been
accepted for payment. Under no circumstances will interest be paid on the
purchase price for the Shares, regardless of any extension of the Offer or any
delay in making such payment. In all cases, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) the certificates representing such Shares, or
timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of
such, into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase) pursuant to the procedures set forth in
Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message (as defined below) in
connection with a book-entry transfer and (iii) any other documents required by
the Letter of Transmittal. The term "Agent's Message" means a message
transmitted by the Book-Entry Transfer Facility to, and received by, the
Depositary and forming a part of a Book-Entry Confirmation, which states that
such Book-Entry Transfer Facility has received an express acknowledgment from
the participant in such Book-Entry Transfer Facility tendering the Shares that
are the subject of such Book-Entry Confirmation that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that Purchaser may enforce such agreement against such participant.
Purchaser expressly reserves the right, in its sole discretion (but subject to
the terms and conditions of the Merger Agreement), at any time and from time to
time, to extend for any reason the period of time during which the Offer is
open, including the occurrence of any condition specified in Section 14 of the
Offer to Purchase, by giving oral or written notice of such extension to the
Depositary. Any such extension will be followed as promptly as practicable by
public announcement thereof, such announcement to be made no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled expiration date of the Offer. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer and
subject to the right of a tendering stockholder to withdraw such stockholder's
Shares.
Shares may be withdrawn at any time prior to 12:00 Midnight, New York City time,
September 19, 2000 (or the latest time and date at which the Offer, if extended
by Purchaser, shall expire) and, unless theretofore accepted for payment by
Purchaser pursuant to the Offer, may also be withdrawn at any time after October
20, 2000. For the withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover page of the Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn, the number of Shares to
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be withdrawn and the name of the registered holder of such Shares, if different
from that of the person who tendered such Shares. If Share certificates
representing Shares to be withdrawn have been delivered or otherwise identified
to the Depositary, then, prior to the physical release of such Share
certificates, the serial numbers shown on such Share certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in Section 3 of the
Offer to Purchaser), unless such Shares have been tendered for the account of an
Eligible Institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer as set forth in Section 3 of the Offer to Purchase, any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including the time of receipt) of any
notice of withdrawal will be determined by Purchaser, in its sole discretion,
which determination will be final and binding. The information required to be
disclosed by Rule 14d-6(d)(1) of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's stockholder list and
security position listings, including the most recent list of names, addresses
and security positions of non-objecting beneficial owners in possession of the
Company, for the purpose of disseminating the Offer to holders of Shares. The
Offer to Purchase and the related Letter of Transmittal will be mailed by
Purchaser to record holders of Shares whose names appear on the Company's
stockholder list and will be furnished, for subsequent transmittal to beneficial
owners of Shares, to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information Agent
or the Dealer Manager as set forth below. Additional copies of Offer to Purchase
and the related Letter of Transmittal, and other Offer materials may be obtained
from the Information Agent, and copies will be furnished promptly at Purchaser's
expense. No fees or commissions will be paid to brokers, dealers or other
persons (other than the Dealer Manager and the Information Agent) for soliciting
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
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Call Collect (212) 754-8000
Banks and Brokerage Firms Call: (800) 662-5200
Shareholders Please Call: (800) 566-9061
The Dealer Manager for the Offer is:
Merrill Lynch & Co.
Four World Financial Center
New York, New York 10080
(212) 236-3790 (Call Collect)
August 22, 2000
