Birks & Mayors Complete Merger
Montreal, Canada and Sunrise, Florida, November 15, 2005.
Birks & Mayors Inc. ("Birks") (AMEX:BMJ) today announced that the stockholders of Mayors Jewelers, Inc. ("Mayors") (AMEX: MYR) have approved the merger agreement between Henry Birks & Sons Inc. and Mayors and that the merger of the two companies has been completed. As a result, Mayors stock will cease trading on the American Stock Exchange. In connection with the transaction, Henry Birks & Sons Inc. has changed its name to Birks & Mayors Inc.
Dr. Lorenzo Rossi di Montelera, Chairman of the board of Birks also announced that four former members of the Mayors board, Emily Berlin, Elizabeth M. Eveillard, Massimo Ferragamo and Ann Spector Lieff, have joined the Birks board. In addition, Dr. Rossi announced that Alain Benedetti, FCA, Vice-Chair of the board of directors of The Canadian Institute of Chartered Accountants and formerly Vice-Chairman and Canadian-area Managing Partner of Ernst and Young LLP, has also joined the Birks board. Mr. Benedetti will serve as Chair of Birks Audit Committee. With the addition of the new board members, a majority of the members of the Birks board are independent.
Tom Andruskevich, Chief Executive Officer of Birks commented: We are delighted to have completed the merger. We believe the transaction will allow us to create greater potential for short and long-term growth and shareholder value as we begin to fully integrate the two companies.
The name of the merged company is Birks & Mayors Inc.
Birks will begin trading on Tuesday, November 15 on the American Stock Exchange under the symbol BMJ.
Holders of Mayors common stock will receive 0.08695 Birks Class A Voting Shares for each share of Mayors common stock. Cash will be provided for fractional shares.
Birks has adopted new articles and bylaws that provide protections for minority shareholders.
Birks stores in Canada will continue to operate under the name Birks and the Mayors stores in Florida and Georgia will continue to operate under the name Mayors.
Persons who were registered stockholders of Mayors will receive a letter from SunTrust Bank, exchange agent in connection with the merger, with instructions regarding how they can receive their Birks Class A Voting Shares. Mayors stockholders that have questions regarding the share exchange may contact SunTrust Bank by telephone at (404) 588-7815.
About Birks & Mayors
Birks & Mayors is a leading North American luxury retailer, designer, manufacturer and wholesaler of fine jewelry, timepieces, sterling silverware and gifts. Birks & Mayors has 67 luxury jewelry stores, 39 stores operating under the Birks brand across Canada, and 28 stores operating under the Mayors brand in Florida and Atlanta, Georgia.
Cautionary Statement Concerning Forward-Looking Statements
Some of the statements contained in this press release, including those relating to Birks strategies and other statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates or similar expressions, are forward-looking statements. Forward-looking statements include, without limitation, the information concerning possible or assumed future results of operations of Birks. These statements are not historical facts but instead represent only Birks expectations, estimates and projections regarding future events. Many factors could cause the actual results, performance or achievements of Birks to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others: (1) future results of operations, liquidity and financial position; (2) fluctuation in the market price of Birks Class A voting shares; (3) difficulties in integrating the companies and in achieving anticipated cost savings; (4) difficulties in implementing Birks business strategy, including with respect to the merger; (5) current or future litigation or regulatory action, including successful resolution of the SEC inquiry; (6) fluctuation in interest rates, exchange rates and prices of commodities; (7) changes in the competitive landscape; (8) Birks ability to effectively source and manufacture merchandise for its stores; (9) interruption in the supply chain; (10) relationships with Birks vendors; (11) protection of intellectual property; (12) ability to properly manage inventory; (13) ability to renew leases; (14) ability to withstand seasonal fluctuations; (15) ability to effectively identify and remedy deficiencies in Birks internal control over financial reporting; (16) the impact of adverse economic conditions and future catastrophic events; (17) Birks ability to attract and retain key personnel; and (18) the success of Birks marketing initiatives. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. The forward-looking statements contained in this press release are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. The future results and stockholder values of Birks may differ materially from those expressed in the forward-looking statements contained in this press release due to, among other factors, the matters set forth under Risk Factors set forth in the proxy statement/prospectus contained in Birks registration statement of Form F-4 filed with the Securities and Exchange Commission (File No. 333-126936). Birks undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events, except as required by law.
Contact:Birks & Mayors Inc.Michael Rabinovitch, firstname.lastname@example.org
Source: Birks & Mayors Inc.