Company Snapshot: EVST  Print This Story  Email This Story  Save this Link View PR Newswire's RSS Feed  Blogs Discussing this News Release  Search Blogs that Mention this News Release  Click this link to view linked Bookmarking Services Click this link to view linked Blogging Services


Burlingame Asset Management Sends Letter to Everlast Worldwide Board of Directors

    SAN FRANCISCO, July 25 /PRNewswire/ -- Today, Burlingame Asset
Management, LLC sent the following letter to the Board of Directors of
Everlast Worldwide (Nasdaq: EVST).
    July 25, 2007

    By Hand and FedEx

    Board of Directors of Everlast Worldwide Inc.
    1350 Broadway, Suite 2300
    New York, New York 10018

    Dear Sirs:
    We, Burlingame Equity Investors, LP, Burlingame Equity Investors II,
LP, and Burlingame Equity Investors (Offshore) Ltd., collectively own 14.3%
of Everlast common shares. As your largest independent stockholder, we feel
compelled to voice our concern over how the board has handled the proposed
sale of the Company.
    Gentlemen, you have only one fiduciary duty now that you have decided
to sell the Company--to maximize value for all Everlast stockholders. Based
on the publicly available information about your negotiations with Brands
Holdings and the Hidary Group, we are unconvinced that you have discharged
that duty.
    Brands Holdings' offer stands at $33 per share in cash while Hidary
Group's last offer was $31.25 in cash with an option for shareholders to
roll over up to 50% of their interest into the surviving private entity. We
believe that the Hidary Group offer may still be superior. In our view, the
roll over option gives stockholders the ability to participate in the
future successes of Everlast, while also deferring taxes on up to half of
their gains. The tax deferral alone probably makes the Hidary proposal
superior to stockholders; let alone what value they could ultimately
receive by rolling over up to half their interests into the surviving
private company.
    Frankly, we are confused by your public disclosure to date about your
reasons for finding the Brands Holdings deal superior.
    As just one example, in the "Reasons for the Transactions" section of
the preliminary proxy statement filed with the S.E.C. effective on July 11,
2007 ("Current Proxy"), you emphasize that the Brands Holdings merger is
"all cash", thus providing "stockholders certainty of value for their
shares". But as we understand it, the Hidary Group offer also allows any
stockholder to get all cash, thus providing the same "certainty", while
giving stockholders who so elect the tax benefits of rolling over up to 50%
of their holdings into the surviving private entity. How can this be a
basis for deeming the Brands Holdings transaction superior? Isn't it in
fact more accurate to say that both offers provide the same "certainty" to
stockholders who want cash, while the Hidary Group offer provides greater
flexibility to stockholders who wish to maintain some investment in the
post-merger Everlast and/or to realize those tax benefits?
    We believe all Everlast stockholders deserve a complete, detailed,
convincing explanation as to why the Brands Holdings offer was and is
superior, why you terminated discussions with the Hidary Group when you did
instead of continuing talks, and how you maximized value for all
stockholders. In our opinion you have not provided that explanation. We
call upon you to do so without delay.
    Never forget that your stockholders, not management, own Everlast. You
were elected to serve those stockholders and their interests. Delaware law
requires you to maximize value for those stockholders now that you have
decided to sell the Company. Please prove to all stockholders that you have
already done that. Alternatively, tell your stockholders what steps you
plan to take to maximize value before it is too late.
    We reserve all our rights with respect to the proposed transaction with
Brands Holdings, including our right to vote against it.
    BURLINGAME EQUITY INVESTORS, LP
    By: Burlingame Asset Management, LLC, as General Partner


    By: ___________________________________
         Blair E. Sanford, Managing Member


    BURLINGAME EQUITY INVESTORS II, LP
    By: Burlingame Asset Management, LLC, as General Partner


    By: ___________________________________
         Blair E. Sanford, Managing Member


    BURLINGAME EQUITY INVESTORS (OFFSHORE) LTD.


    By: ___________________________________
         Blair E. Sanford, Director


    EVST-G

    Contact:
    Blair Sanford
    Burlingame Asset Management
    415-490-2590


SOURCE Burlingame Asset Management, LLC




Back to Topback to top

CONTACT:
Blair Sanford of Burlingame Asset Management,
+1-415-490-2590