SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
MIKASA, INC.
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(Name of Registrant as Specified In its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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<PAGE>
9/11/00 4:34 PM
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PRESS RELEASE
For immediate release
The French Company Verrerie Cristallerie D'Arques, world leader in Tableware,
announces merger agreement with Mikasa to become No. 1 in Tableware in the North
American Market.
Paris, France, and New York, NY, September 11, 2000. J.G. Durand Industries,
S.A., the parent company of Verrerie Cristallerie d'Arques, the world's largest
glass and crystal manufacturer, and Mikasa, Inc. (NYSE-MKS), a leading tabletop
products company, have entered into a definitive merger agreement.
Under the terms of the merger agreement, Mikasa's public stockholders will
receive $16.50 per share in cash, which represents a 69% premium to the last
reported closing price of Mikasa stock. Alfred J. Blake, Chairman of Mikasa,
Raymond B. Dingman, President and Chief Executive Officer of Mikasa, Anthony F.
Santarelli, Executive Vice President of Mikasa, as well as George T. Aratani,
Chairman Emeritus and the founder of Mikasa, will retain a substantial
investment in Mikasa.
Philippe Durand, President du Directoire of J.G. Durand Industries and its
subsidiary Verrerie Cristallerie d'Arques, stated, "This merger allows
acceleration in our growth in the world's largest market for tabletop products
and the addition of very attractive brands, which are highly valued by American
consumers, and for which the development potential is global. We expect Mikasa's
management team, associates and suppliers to continue the high standards that
have made Mikasa a leader in the tabletop industry. We are particularly
optimistic about the international opportunities available for Mikasa within our
new alliance, given Verrerie Cristallerie d'Arques's substantial experience in
worldwide distribution. With this combination, we are reinforcing our position
as world leader in tableware."
Mikasa entered into the merger agreement following Board of Directors approval
based in part upon the unanimous recommendation of a special committee comprised
of non-management directors of Mikasa's Board of Directors. The special
committee has received an opinion from CIBC World Markets that the price of
$16.50 per share is fair from a financial point of view to the stockholders
other than the holders that will retain a substantial investment.
Mr. Dingman, CEO of Mikasa, stated, "The transaction announced today fulfills
our long-standing commitment to deliver maximum value to our stockholders while
positioning Mikasa for accelerated growth and increased opportunities for the
future. Verrerie Cristallerie d'Arques is known worldwide for its technical and
manufacturing expertise and diverse channels of distribution, while Mikasa is
best known for its marketing experience and design capabilities. The alliance
will strengthen both organizations and broaden the opportunities available to
each company."
Following completion of the transaction, it is expected that Mikasa will be
operated as a stand-alone subsidiary and will return to being a privately held
company. Senior members of Mikasa management, including Messrs. Blake, Dingman
and Santarelli, will continue with Mikasa in their current roles.
Completion of the transaction is subject to customary closing conditions,
including stockholder approval and receipt of regulatory and other approvals.
The transaction is not subject to any financing contingency. Mikasa stockholder
approval will be solicited by means of a proxy statement, which will be mailed
by Mikasa to stockholders upon completion of the required Securities and
Exchange Commission filing and review process.
Messrs. Blake, Dingman, Santarelli and Aratani, owning in the aggregate
approximately 54.9% of the outstanding shares of Mikasa, have committed, except
in certain circumstances, to vote their shares in favor of the transaction and
against any alternative transaction. The companies currently anticipate
completion of the transaction by the end of the fourth quarter of 2000.
Mikasa stockholders are advised to read the proxy statement regarding the merger
when it becomes available because it will contain important information. Mikasa
stockholders will be able to obtain a free copy of the proxy statement (once
available) and other related documents filed by Mikasa at the SEC's website
www.sec.gov. The proxy statement and the related documents may also be obtained
from Mikasa, Inc., One Mikasa Drive, Secaucus, New Jersey 07096 attention:
Investor Relations. Mikasa, its directors and executive officers and certain
other persons may be deemed to be "participants" in the solicitation of proxies
in connection with the proposed transaction. Information regarding the
participants will be available on a Schedule 14A filed by Mikasa with the
Commission.
Mikasa was advised in the transaction by UBS Warburg and J.G. Durand Industries,
S.A. was advised by Clinvest/Credit Lyonnais Investment Banking Group.
Notwithstanding its recommendation and consistent with the terms of the merger
agreement, the special committee of Mikasa's board of directors has requested
that the special committee's financial advisor, CIBC World Markets, be available
to receive unsolicited inquiries from any other parties interested in the
possible acquisition of the Company. If the special committee of Mikasa's board
of directors concludes that the failure to provide information to, or engage in
discussions or negotiations with, such parties would be inconsistent with its
fiduciary duties to Mikasa's stockholders, CIBC World Markets, in conjunction
with the special committee of Mikasa's board of directors, may provide
information to and engage in discussions and negotiations with such parties in
connection with any such indicated interest. Under specified circumstances,
Mikasa has the right to terminate the merger agreement and to enter into an
agreement with a party proposing a competing transaction. The obligation of
certain shareholders to support the merger agreement would also terminate upon
the termination of the merger agreement. The full text of the merger agreement,
which describes the obligations of Mikasa under such circumstances, as well as
the shareholder support agreement, will be timely filed by Mikasa with the SEC
and should be available at no cost from the SEC's web site.
Verrerie Cristallerie d'Arques
Established in France in 1825, Verrerie Cristallerie d'Arques is the world
leader in tableware. Verrerie Cristallerie d'Arques achieved sales in 1999 of 1
billion euros, with over 80% generated outside France. It is commercially
present in 160 countries with 30 representative offices on 5 continents and
production units in France, the United States, Spain and China.
Verrerie Cristallerie d'Arques, the specialists in automated crystal and
glassware production, is present in glassware and crystal products for table and
household decoration, in all the distribution channels and international
markets. The group markets its products in a larger portfolio of famous brands
including Cristal d'Arques, JG Durand, Luminarc, Arcoroc and Salviati.
In the United States, the Verrerie Cristallerie d'Arques Group has a production
subsidiary in Millville, NJ, the Durand Glass Manufacturing Company, and a sales
subsidiary, Arc International North America.
Verrerie Cristallerie d'Arques, whose headquarters are in Arques (France),
employs 13,800 people, including 11,900 in France and 1,230 in the United
States.
Mikasa
Mikasa, Inc. is a leading designer, developer and marketer of quality tabletop
products. The Company markets its products to retail accounts including
department stores, specialty retail stores and mass merchants, and through
Company operated retail stores.
Founded in 1948, Mikasa's growth in the 1960's was spurred by pioneering a
totally new direction in dinnerware-the casual style in the North American
market. This innovation proved to be immensely popular with the consumer and was
a catalyst for Mikasa's continuous rapid sales growth.
In 1978 Mikasa initiated its tabletop diversification efforts by designing and
outsourcing Mikasa crystal products from Europe to augment its already
successful dinnerware lines. During the 1980's this diversification effort was
expanded with the introduction of stainless flatware, gifts, table linens and
decorative accessories for the home.
With a sales volume of US $ 420 million in 1999, Mikasa is the North American
market leader in branded tableware. Today the Mikasa brand has gained consumer
recognition and respect as a market innovator and enjoys substantial market
share in both dinnerware and crystal.
Mikasa and its management team have demonstrated an ongoing ability to
anticipate emerging consumer trends with a long history of expertise in
outsourcing and rapid product development. This expertise has enabled the
Company to deliver an ongoing succession of stylish and successful product
introductions.
Mikasa, with headquarters in Secaucus, NJ (United States), employs 4,000
associates. The Company owns and operates 167 retail stores in the United
States, Canada and Puerto Rico under the Mikasa name and markets its products
through 6,700 independent retail accounts including leading department stores in
North America. The Company markets its products under the Mikasa, Studio Nova,
Home Beautiful and Christopher Stuart brand names.
The matters described herein contain forward-looking statements that are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve a number of risks,
uncertainties and other factors beyond the Company's control, which may cause
material differences in actual results, performance or other expectations. Those
factors include risks and uncertainties relating to the Company's ability to
open new stores within planned parameters, the success of new product
introductions and the continued success of existing products, our ability to
enhance margins through future gains in efficiency, the ability to establish a
successful e-commerce function, the capabilities of our distribution system to
handle increased volume and the general business risks associated with a
consumer products company. These and other factors are detailed in the Company's
registration statements and periodic reports filed with the Securities and
Exchange Commission.
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Press contact for Verrerie Cristallerie d'Arques
In the United States: Liza Olsen - (212) 614 4951
In France: Valerie Foulon - (011 33) 6 07 14 04 96
Contact for Mikasa, Inc.
Brenda W. Flores, Chief Financial Officer - (201) 867-9210
Jeffrey Zack/Laila Danesh, Media: Stacy Roth
Morgen-Walke Associates - (212) 850-5600
<PAGE>
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Mikasa, Inc. ("Mikasa"), its directors and executive officers (as
listed below) and certain other persons, including J.G. Durand Industries, S.A.,
a french societe anonyme ("Durand"), may be deemed to be "participants" in the
solicitation of proxies in connection with the Merger and Merger Agreement (as
defined below).
As of the date of this filing, the directors and executive officers of
Mikasa beneficially own the number of shares of Mikasa common stock indicated
below:
Raymond B. Dingman, the Chief Executive Officer, President, Chief
Operating Officer and a Director, beneficially owned 1,716,537 shares of Mikasa
common stock, representing 9.8% of the total shares of common stock outstanding.
Anthony F. Santarelli, the Executive Vice President, Operations, and a
Director, beneficially owned 1,752,038 shares of Mikasa common stock,
representing 10.1% of the total shares of common stock outstanding.
Brenda W. Flores, the Chief Financial Officer and Chief Accounting
Officer, beneficially owned 107,146 shares of Mikasa common stock, representing
less than 1% of the total shares of common stock outstanding.
Alfred J. Blake, the Chairman of the Board of Directors, beneficially
owned 4,128,853 shares of Mikasa common stock, representing 23.9% of the total
shares of outstanding common stock.
Robert H. Hotz, a Director, beneficially owned 24,750 shares of Mikasa
common stock, representing less than 1% of the total shares of common stock
outstanding.
Joseph S. Muto, a Director, beneficially owned 3,065 shares of Mikasa
common stock, representing less than 1% of the total shares of common stock
outstanding.
George T. Aratani, Chairman Emeritus of the Board of Directors and a
Director, beneficially owned 2,488,469 shares of Mikasa common stock,
representing 14.5% of the total shares of outstanding common stock.
Norman R. Higo, a Director, beneficially owned 1,544,274 shares of
Mikasa common stock, representing 9.0% of the total shares of common stock
outstanding.
Raymond E. Inouye, a Director, beneficially owned 2,100 shares of
Mikasa common stock, representing less than 1% of the total shares of common
stock outstanding.
On September 10, 2000, Mikasa entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Durand, Mountain Acquisition Corp., a
wholly owned subsidiary of Durand, and Messrs. Dingman, Santarelli, Blake and
Aratani (the "Management Stockholders"), whereby Mountain Acquisition Corp. will
be merged with and into Mikasa (the "Merger"). As a result of the Merger, all
outstanding shares of Mikasa common stock, other than a total of 2,672,800
shares held by Management Stockholders, will be converted into the right to
receive $16.50 per share in cash. Mikasa plans to submit the Merger Agreement
and the Merger to the holders of shares of Mikasa common stock for their
approval at a special meeting of stockholders.
Mikasa, Durand, and the Management Stockholders entered into a Support
Agreement simultaneously with the execution of the Merger Agreement, whereby the
Management Stockholders have agreed, except in certain circumstances, to vote
all their shares of Mikasa common stock in favor of the Merger Agreement and
Merger and against any alternative transaction.
Pursuant to the terms of the Merger Agreement, the Management
Stockholders will exchange a total of 2,672,800 of their shares of Mikasa common
stock for common stock in the surviving corporation. Following the merger, it is
expected that the Management Stockholders will own approximately 15.3% of the
capital stock of the surviving corporation and Durand will own approximately
84.7% of the capital stock of the surviving corporation. The Management
Stockholders, Durand and Mikasa also entered into a Stockholders Agreement,
pursuant to which Durand will have certain rights to purchase such common stock
from the Management Stockholders, and the Management Stockholders will have
certain rights to sell such common stock to Durand, in each case at prices based
on the performance of Mikasa following the Merger (although such price will not
be less than $16.50 per share).
