Perfume and fragrance retailer Perfumania to acquire Parlux Fragrances in deal valued at US$170M in effort to build larger, financially stronger company

BELLPORT, New York , December 27, 2011 () – Perfume and fragrance retailer Perfumania Holdings Inc. said Friday that it has agreed to acquire Parlux Fragrances Inc. in a deal valued at $170 million, in an effort to build a larger and financially stronger company.

Parlux shares nearly doubled in after-hours trading, while Perfumania stock dropped about 10 percent.

Parlux manufactures and distributes fragrances and beauty products, and is one of Bellport, N.Y,-based Perfumania's largest trading partners.

"Parlux brings a wealth of products and expertise as a licensee, manufacturer and international distributor," said Perfumania CEO Mike Katz said in a statement.

Perfumania will purchase the Fort Lauderdale, Fla., company's outstanding shares with cash and stock.

Independent committees of both companies' board of directors have unanimously approved the deal, which is expected to close in the first half of next year.

The deal values each share of Parlux at a price between $7.91 and $8.55, assuming no adjustments are made to the companies' pact. Even at the low end, that price range amounts to a premium of more than double the $3.47 closing price of Parlux's stock on Friday.

Shares ended the regular session up 7 cents, or 2.1 percent. The stock added $2.98, or 86 percent, to $6.45 after the market closed. Perfumania stock dropped $1.92 to $17.78 after ending the regular session up 15 cents at $19.70.

For each share they own, Parlux shareholders may elect to receive either $4 in cash plus 0.20 shares of Perfumania common stock, or 0.53333 shares of Perfumania. Perfumania said that, at most, it will pay $61.9 million in cash and issue a maximum of 5.9 million shares.

The amounts are subject to certain adjustments in the deal, the companies said.

The company said it will finance the cash portion of the acquisition by borrowing up to $43 million against its secured credit line and $30 million from family trusts of the Nussdorf family.

Members of the Nussdorf family own about 82 percent of Perfumania's outstanding stock and 11 percent of Parlux's outstanding stock.

Parlux has 30 days to solicit rival bids. The deal gives Perfumania the right to match a superior offer.

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