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Exhibit
99.1
ENDEAVOR ACQUISITION CORP.
AND AMERICAN APPAREL, INC. CONFIRM
SPECIAL MEETING OF
ENDEAVOR STOCKHOLDERS ON DECEMBER 12, 2007
Endeavor and American Apparel
expect to
consummate acquisition
promptly after meeting
Endeavor Acquisition Corp.
and American Apparel, Inc. confirm that the special meeting of the
stockholders of Endeavor to vote on the proposed acquisition of
American Apparel, Inc. and affiliated companies will be held at
10:00 a.m. on Wednesday, December 12, 2007. If the transaction is
approved by Endeavor’s stockholders, Endeavor and American
Apparel plan to complete the acquisition and related transactions
promptly following the meeting.
In connection with the
closing of the acquisition, Endeavor will issue approximately 37.3
million shares to one of American Apparel’s stockholders, Dov
Charney, and pay cash of approximately $67.9 million to the other
stockholder. Approximately 8 million Endeavor shares issued in the
transaction will be placed in escrow as a fund for any
indemnification rights Endeavor may have in connection with the
transaction. $2.5 million aggregate amount of cash bonuses also
will be paid to certain current American Apparel employees.
American Apparel also will repay certain insider loans as described
in the definitive proxy statement, dated November 28, 2007.
Immediately prior to closing, American Apparel will distribute an
aggregate of approximately $15.8 million to American Apparel,
Inc.’s existing stockholders in connection with their
personal income tax responsibilities for 2006 and for 2007 through
the date of closing. In the notes to the pro forma financial
information contained in the definitive proxy statement, the
company stated that, as of September 30, 2007, the amount owed for
such distribution was $3.917 million. When this amount was
recalculated under the applicable terms of the acquisition
agreement, it was determined to be $13.5 million as of September
30, 2007, which amount is included in the aforementioned $15.8
million aggregate distribution. In addition, such $15.8 million
aggregate distribution includes amounts to be distributed with
respect to income earned after September 30, 2007.
As previously noted in the
definitive proxy statement, from time to time American Apparel has
failed to meet certain provisions of its credit facility agreements
and term loan agreement. American Apparel is seeking the consent of
its lenders to the amended terms of the acquisition transaction
with Endeavor, as noted in the definitive proxy statement, and also
may be required to obtain a waiver for any technical defaults
resulting from American Apparel’s recent execution of an
agreement to purchase certain production assets in an immaterial
transaction and from any other action taken in connection with the
closing of the transaction. American Apparel has historically been
able to obtain necessary waivers and modifications and expects to
receive them for these events, however, it may not be able to
obtain them prior to the closing of the business combination. If
American Apparel is unable to receive any necessary waivers or
consents, additional fees could be assessed against American
Apparel or the payment of
its outstanding debt could be
accelerated, which could adversely affect the ability of American
Apparel to continue operati
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