Coach, Inc. extends the expiration of its tender offer to purchase all the outstanding shares of common stock of Kate Spade & Company

NEW YORK, 2017-Jun-24 — /EPR Retail News/ — Coach, Inc. (NYSE:COH) (SEHK:6388), a leading New York design house of modern luxury accessories and lifestyle brands (“Coach”), announced today (Jun. 23, 2017) that its wholly owned direct subsidiary, Chelsea Merger Sub Inc. (“Purchaser”), has extended the expiration of its previously announced tender offer to purchase all of the outstanding shares of common stock, par value $1.00 per share, of Kate Spade & Company, a Delaware corporation (the “Shares”), at a price of $18.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes (the “Offer”) until 5:00 p.m., New York City time, on July 10, 2017, unless further extended or earlier terminated. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on June 23, 2017.

The depositary for the Offer has advised Coach and Purchaser that, as of 5:00 p.m., New York City time, on June 22, 2017, 19,310,859 Shares have been validly tendered pursuant to the Offer and not properly withdrawn.

The Offer has been extended to allow additional time for the expiration or termination of the waiting period under the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of April 14, 1947, as amended), which is expected to expire on July 2, 2017. All other terms and conditions of the Offer remain unchanged.

Broadridge Corporate Issuer Solutions, Inc., is the Information Agent, depositary and paying agent for the tender offer. Requests for documents and questions may be directed to the Information Agent at 888-808-3038.

About Coach

Coach, Inc. is a leading New York design house of modern luxury accessories and lifestyle brands. The Coach brand was established in New York City in 1941, and has a rich heritage of pairing exceptional leathers and materials with innovative design. Coach is sold worldwide through Coach stores, select department stores and specialty stores, and through Coach’s website at www.coach.com. In 2015, Coach acquired Stuart Weitzman, a global leader in designer footwear, sold in more than 70 countries and through its website at www.stuartweitzman.com. Coach, Inc.’s common stock is traded on the New York Stock Exchange under the symbol COH and Coach’s Hong Kong Depositary Receipts are traded on The Stock Exchange of Hong Kong Limited under the symbol 6388.

Neither the Hong Kong Depositary Receipts nor the Hong Kong Depositary Shares evidenced thereby have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to, or for the account of, a U.S. Person (within the meaning of Regulation S under the Securities Act), absent registration or an applicable exemption from the registration requirements. Hedging transactions involving these securities may not be conducted unless in compliance with the Securities Act.

Additional Information and Where You Can Find It

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell, securities, nor is it a substitute for the tender offer materials filed with the U.S. Securities and Exchange Commission (“SEC”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. These materials have been sent free of charge to all Kate Spade & Company stockholders of record as of May 22, 2017. In addition, all of those materials (and all other tender offer documents filed or furnished by Kate Spade & Company or Coach, Inc. or any of its subsidiaries with the SEC) are available at no charge from the SEC through its website at www.sec.gov. The Schedule TO (including the offer to purchase and related materials) and the Schedule 14D-9 (including the solicitation/recommendation statement) may also be obtained for free by contacting Broadridge Corporate Issuer Solutions, Inc., the information agent, depositary and paying agent for the tender offer, at 888-808-3038.

In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, Coach, Inc. and Kate Spade & Company file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Coach, Inc. or Kate Spade & Company at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Coach, Inc.’s and Kate Spade & Company’s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the federal securities laws. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Coach, Inc. and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the merger may not be timely completed, if at all; that, prior to the completion of the transaction, Kate Spade& Company’s business may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; and other risks that are described in Coach, Inc.’s latest Annual Report on Form 10-K and its other filings with the SEC.

Analysts & Media:
Andrea Shaw Resnick
212-629-2618
Global Head of Investor Relations and Corporate Communications
AResnick@coach.com

Christina Colone
212-946-7252
Senior Director, Investor Relations
CColone@coach.com

Source: Coach, Inc.

Kroger: Axium Pharmacy Holdings, Inc. to acquire the outstanding shares of Modern HC Holdings, Inc.

CINCINNATI and ORLANDO, Fla., 2016-Jul-21 — /EPR Retail News/ — The Kroger Co. (NYSE: KR) today announced an agreement for Axium Pharmacy Holdings, Inc. (“Axium”) to acquire the outstanding shares of Modern HC Holdings, Inc. (“ModernHEALTH”), a leading specialty pharmacy, to create a combined specialty pharmacy that will operate as a wholly-owned subsidiary of The Kroger Co.

“This strategic investment will accelerate the growth of Kroger’s health and wellness business,” said Robert Clark, Kroger’s senior vice president of merchandising. “Expanding our specialty pharmacy services will provide our customers with greater access to medications we don’t currently dispense and access to additional services without going to another pharmacy.”

ModernHEALTH, based in Orlando, is one of the nation’s largest independent providers of specialty pharmacy services. The company employs approximately 500 associates who provide comprehensive specialty pharmacy services including IVIG for patients who require IV-based therapies for autoimmune and primary immune deficiency diseases, and comprehensive medication management for HIV, Cystic Fibrosis, Transplant, Hepatitis C, Rheumatoid Arthritis and Dermatology.

Kroger is a leading provider of health and wellness services. Kroger operates 2,230 pharmacy locations and 195 The Little Clinic locations. The company’s pharmacists also provide health coaching, biometric screening and other wellness services designed to deliver positive health outcomes for patients. Axium, which became a wholly-owned subsidiary of Kroger in 2012, is one of the nation’s largest independent providers of specialty pharmacy services, offering a range of clinical services to patients with complex chronic conditions.

The transaction is subject to certain regulatory approvals, including from the FTC. Financial terms were not disclosed.

Operational Profile
Kroger pharmacy is currently the fifth-largest pharmacy operator in the U.S. and specialty pharmacy is the primary area of growth in pharmaceuticals. Merging ModernHEALTH and Axium into a combined specialty pharmacy should improve purchasing efficiencies and allow the companies to combine each other’s payer strategies to bring down costs. The combination will also allow Kroger’s specialty pharmacy business to expand into new territories in the West and Southwestern U.S., and expand offerings to other disease states.

“Combining Axium and ModernHEALTH’s expertise with Kroger’s health and wellness services will allow Kroger to both serve more customers who require complexdrug therapies, and deliver those therapies at greater value to customers and insurance payers,” said Mr. Clark. “The merger adds IVIG services to Kroger’s specialty pharmacy capabilities, servicing patients who require IV-based therapies for autoimmune and primary immune deficiency diseases, and also expands our ability to serve more patients requiring complex therapies for Cystic Fibrosis and Rheumatoid Arthritis.”

ModernHEALTH is comprised of several business segments that provide highly-specialized services, including: TLCRx Pharmacy, with locations in New Orleans, Orlando and Addison, TX, primarily providing services to patients in Rheumatology, Dermatology, Hepatitis C and Cystic Fibrosis; Biofusion, based in Torrance, CA, serving patients requiring Subcutaneous Immune Globulin (SCIG) and IV Immune Globulin (IVIG) for autoimmune and primary immune deficiency diseases; ModernHEALTH Specialty Pharmacy, with two sites in Southern California, focusing on HIV, Transplant and Cystic Fibrosis therapies; and two home infusion pharmacies in Dothan, AL and Richardson, TX.

Headquartered in Lake Mary, Florida, Axium employs 300 associates who provide a range of clinical services to patients with complex chronic conditions through locations in California, Puerto Rico, Tennessee and Mississippi. Axium provides drug therapies and patient-support services to treat chronic, genetic and other complex medical conditions such as cancer, Hepatitis C, Rheumatoid Arthritis, Multiple Sclerosis and numerous other chronic care conditions.

Headquarters for the combined specialty pharmacy will be located in a new facility under construction in Lake Mary, FL, with continued support from existing facility locations. The combined organization will employ approximately 800 associates and will continue to operate as an independent company within the Kroger family.

“We are very excited to welcome ModernHEALTH’s leadership team and all 500 current associates to the Kroger family,” said Mr. Clark.

“Our partnership with Kroger and Axium will enable us to provide more customers in more places with the critical specialty pharmacy services they need,” said Dom Meffe, ModernHEALTH’s CEO. “We believe this relationship will create efficiencies, accelerate growth in the high-growth specialty pharmacy market, and improve the overall quality of our combined healthcare services. We are also pleased that this partnership means our business headquarters will remain and grow in Orlando.”

With over 20 years of experience in the specialty pharmacy space, Mr. Meffe will lead the new combined business as CEO after close. Before leading ModernHEALTH, Mr. Meffe was founder and CEO of Curascript Pharmacy, a company he led before selling to Express Scripts.

Axium’s CEO, Mark Montgomery, will help ensure a smooth transition after the merger closes. His future plans will be announced at a later date. Mr. Montgomery has been with Axium for 13 years, the last 10 as president and CEO. With nearly 30 years of healthcare leadership experience, he has held instrumental management roles with multiple leading nationwide specialty pharmacy providers.

Jefferies LLC served as ModernHEALTH’s financial advisor, and Ropes and Gray LLP acted as ModernHEALTH’s legal advisor. Jones Day acted as legal advisor to Kroger.

Every day, the Kroger Family of Companies makes a difference in the lives of eight and a half million customers and 431,000 associates who shop or serve in 2,778 retail food stores under a variety of local banner names in 35 states and the District of Columbia. Kroger and its subsidiaries operate an expanding ClickList offering – a personalized, order online, pick up at the store service – in addition to 2,230 pharmacies, 785 convenience stores, 323 fine jewelry stores, 1,400 supermarket fuel centers and 38 food production plants in the United States. Kroger is recognized as one of America’s most generous companies for its support of more than 100 Feeding America food bank partners, breast cancer research and awareness, the military and their families, and more than 145,000 community organizations including schools. A leader in supplier diversity, Kroger is a proud member of the Billion Dollar Roundtable.

Contact:

Call Center
(Open Mon. – Fri. 8 a.m. – 9 p.m. EST)

1-866-221-4141

Mail
The Kroger Co.
Customer Relations
1014 Vine Street
Cincinnati, Ohio 45202-1100

Corporate Switchboard
(513) 762-4000

SOURCE: The Kroger Co.