Guess? has entered into a definitive agreement with certain existing shareholders, known as the “Rolling Stockholders.” This group includes Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini, along with their associated trusts and affiliates. The agreement establishes a partnership with Authentic Brands Group LLC, wherein Authentic will acquire 51% of nearly all of Guess?’s IP.
In conjunction with this take-private deal, all outstanding common stock of Guess? not already owned by the Rolling Stockholders will be bought in an all-cash transaction, valuing Guess? at about $1.4 billion, including debt. The Rolling Stockholders will maintain 49% of the intellectual property, while current management will continue to operate the business and own 100% of the operating company.
– Guess? shareholders (excluding the Rolling Stockholders) will receive $16.75 per share in cash, a 73% premium over the stock price on March 14, 2025.
– The deal is expected to close in the fourth quarter of Guess?’s 2026 fiscal year, subject to regulatory and shareholder approvals.
– The Guess? Board of Directors approved the deal unanimously, with Paul and Carlos Marciano recusing themselves.
– The Rolling Stockholders will roll over their shares and vote in favor of the merger.
– Financing will come from Rolling Stockholders’ equity and cash commitments from Authentic.
Guess? will continue to pay a quarterly cash dividend of $0.225 per share until the transaction closes. After the deal is completed, Guess?’s common stock will no longer be publicly traded.
Advisors: Solomon Partners is acting as financial advisor to the Special Committee, and Willkie Farr & Gallagher and Young Conaway Stargatt & Taylor are acting as legal counsel to the Special Committee. O’Melveny & Myers and Morris, Nichols, Arsht & Tunnell are acting as legal counsel to Guess? and Joele Frank is serving as strategic communications advisor. The Sage Group is acting as financial advisor and Jones Day and Ropes & Gray are acting as legal counsel to the Rolling Stockholders. J.P. Morgan Securities is acting as financial advisor and Latham & Watkins is acting as legal counsel to Authentic.
KEY QUOTES:
“Today’s announcement is the result of a thoughtful and independent review by the Special Committee of the Guess? Board of Directors to maximize value for Guess? shareholders. With the assistance of financial and legal advisors, the Special Committee evaluated a number of potential options and unanimously determined that the transaction with Authentic and the Rolling Stockholders is the best path forward for Guess?, providing Guess? shareholders with immediate and certain cash value at a compelling premium.”
Alex Yemenidjian, Chairman of the Guess? Board of Directors and Chairman of the Special Committee
“Over our 44-year history, Guess? has established itself as a global leader in the fashion industry, and today marks another significant milestone on our journey. Guess? has always worked to create a strong network of licensing partners, and joining forces with Authentic – the world’s second largest licensor with a powerful lifestyle and entertainment platform – will enable us to build on this foundation and expand our reach as a global lifestyle brand. Guess?’s incredible legacy is a direct result of our unparalleled understanding of our customers and commitment to creating innovative and iconic designs that stand the test of time. I am grateful to our world-class team members and partners and look forward to continuing to work closely with Carlos and our talented leaders in this new chapter.”
Paul Marciano, Guess? Co-Founder and Chief Creative Officer
“Through this transaction, we look forward to building on the significant progress we have made to strengthen our organization, improve brand awareness and elevate customer engagement. As a private company benefiting from the perspectives of a globally recognized licensing partner, Guess? will have enhanced flexibility to navigate today’s complex operating environment and execute on a more targeted, long-term strategy, enabling us to even better serve customers around the world. I want to thank the Special Committee for their diligent work to determine the best value creation opportunity for our shareholders, as well as express my gratitude to Paul for his decades of visionary leadership and continued partnership on the road ahead.”
Carlos Alberini, Guess? Chief Executive Officer
“Guess? is a powerhouse brand that has defined style and culture for over 40 years. We have tremendous respect for the Marcianos and their team, who have built an innovative, heritage-rich brand with incredible global reach and an established ecosystem of partners. We are excited to build on this legacy in partnership with them as Guess? enters its next chapter within our platform.”
Jamie Salter, Founder, Chairman and CEO of Authentic
