Guess said under the terms of the agreement, its shareholders would receive $16.75 per share in cash, representing a premium of about 73% to Guess’s unaffected closing common stock price on March 14, 2025.
Guess (GES) said on Wednesday that it has entered into an agreement for certain existing shareholders of the company, including Maurice Marciano, Paul Marciano, Nicolai Marciano, and CEO Carlos Alberini, collectively called the “Rolling Stockholders,” to enter into a strategic partnership with Authentic Brands Group to take the apparel and handbag maker private.
Authentic will acquire 51% of substantially all Guess’ intellectual property, after which all of the outstanding shares not already beneficially owned by the Rolling Stockholders will be acquired in an all-cash transaction that values the apparel maker at about $1.4 billion, including debt.
Under the terms of the agreement, Guess shareholders will receive $16.75 per share in cash, representing a premium of about 73% to Guess’s unaffected closing common stock price on March 14, 2025, the last trading day before the company announced its receipt of a non-binding acquisition proposal from a third party.
Retail sentiment on Guess improved to ‘bullish’ from ‘neutral’ territory a day ago, with chatter at ‘high’ levels, according to data from Stocktwits. Shares of the company rose over 25% before the bell.
The Rolling Stockholders, including the co-founders and CEO, will own 49% of all Guess intellectual property, and the current management will continue to run the business and own 100% of the operating company.
Guess said the transaction is expected to close in the fourth quarter of fiscal year 2026. The transaction will be financed through a combination of rollover equity by the Rolling Stockholders and cash commitments by Authentic.
The company said it expects to pay a quarterly cash dividend of $0.225 per share through the closing of the transaction. Chairman of the board and special committee Alex Yemenidjian said that, with the assistance of financial and legal advisors, the committee evaluated several potential options and unanimously determined that the transaction with Authentic and the Rolling Stockholders is the best path forward for Guess.
Yemenidjian said it provides Guess shareholders with immediate and certain cash value at a compelling premium. Shares of Guess have fallen over 5% so far this year and have declined 37% in the last 12 months.
For updates and corrections, email newsroom[at]stocktwits[dot]com.<