12/26/2006
Cooley Godward Kronish's M&A Practice Advises Special Committee of the Board of Directors of Movie Star, Inc. in Merger Agreement with Frederick's of Hollywood
New York, NY (Dec. 26, 2006) – Cooley Godward Kronish's Mergers & Acquisitions practice has advised the Special Committee of the Board of Directors of Movie Star, Inc. (AMEX: MSI) in a merger agreement it has signed with FOH Holdings, Inc., the parent company of Frederick's of Hollywood, Inc. ("Frederick's"). Under the terms of the agreement, Frederick's shareholders will receive approximately 23.7 million shares of newly issued Movie Star common stock. The combined company will be called "Frederick's of Hollywood Group Inc."
Frederick's shareholders will be issued 60% of the shares of the combined company in exchange for their shares of Frederick's. The combined company will also seek to refinance both companies' existing bank facilities and Frederick's term debt on more favorable terms. The transaction is expected to close in the second quarter of 2007.
The New York-based Cooley team was led by Corporate/M&A partner Scott Kaufman and special counsel Andres Hoyos, and included associates Kevin Bloss, Sung Kim and Tara Hereich. Also contributing were partner Lesse Castleberry and associate Franny Wang from the Tax practice, partner Gary Kravetz and associate Leslie Kroupa from the Real Estate practice, and Nick Smithberg from the Bankruptcy and Restructuring practice.
Over the past five years, Cooley Godward Kronish has handled more than 300 M&A transactions, ranging in size from less than $5 million to more than $5 billion, making the practice one of the most active in the country. In addition to handling acquisitions of venture capital-backed corporations and other closely held entities, the Firm regularly negotiates acquisitions involving large, publicly traded companies. Cooley's extensive experience in this area is built in part upon its nationally recognized Securities Regulation practice and ongoing representation of more than 100 publicly held companies.
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