EXHIBIT 99.1
ELIZABETH ARDEN
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FOR IMMEDIATE RELEASE
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ELIZABETH ARDEN, INC. COMMENCES TENDER OFFER AND CONSENT
SOLICITATION FOR 11 3/4% NOTES DUE 2011
~ CALLS FOR REDEMPTION AN ADDITIONAL $20 MILLION OF ITS 10 3/8% SENIOR NOTES ~
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NEW YORK, NEW YORK (DECEMBER 24, 2003) - Elizabeth Arden, Inc. (NASDAQ: RDEN), a
global prestige fragrance and beauty products company, today announced that it
has commenced a cash tender offer and consent solicitation for all of its
$104,000,000 outstanding principal amount of its 11 3/4% Senior Secured Notes
due 2011 (the "11 3/4% Notes"). The tender offer will expire at 12:00 midnight,
New York City time, on January 22, 2004, unless extended or earlier terminated.
The Company also called for redemption $20,000,000 aggregate
principal amount of its 10 3/8% Senior Notes due 2007 (the "10 3/8% Senior
Notes"). The redemption date will be January 23, 2004.
The consideration for the tender offer and consent solicitation of
the 11 3/4% Notes, the redemption of the 10 3/8% Senior Notes and the expenses
and premiums incurred in connection therewith will be funded with the proceeds
from a private placement of debt securities that the Company intends to
undertake in early January. The redemption of the 10 3/8% Senior Notes is not
subject to the private placement of debt securities and will be funded with the
Company's revolving credit facility if the tender offer is not consummated.
In conjunction with the tender offer, Elizabeth Arden is soliciting
consents (the "Consents") to the indenture pursuant to which the 11 3/4% Notes
were issued to eliminate substantially all of the restrictive covenants, release
all of the collateral securing the 11 3/4% Notes and eliminate certain default
provisions.
The total consideration for each $1,000 principal amount of 11 3/4%
Notes validly tendered and consenting on or prior to 12:00 midnight, New York
City time, on January 7, 2004, unless extended by the Company (the "Consent
Date") shall be $1,200. Holders who tender after the Consent Date will receive
$1,180 per $1,000 principal amount. Holders may withdraw their tenders and
revoke their Consents at any time prior to 12:00 midnight, New York City time,
on the Consent Date but not thereafter. Holders who desire to tender their 11
3/4% Notes must consent to the proposed amendments and holders may not deliver
Consents without tendering the related 11 3/4% Notes. If the requisite Consents
are obtained, payment for 11 3/4% Notes tendered by the Consent Date will be
made in same-day funds on the first business day following the closing of the
private placement of debt securities. Payment for the remaining 11 3/4% Notes
tendered and accepted by the Company is expected to be made in same-day funds on
the first business day following the expiration of the tender offer.
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The tender offer is conditioned on the Company receiving Consents
from holders representing at least 85% in aggregate principal amount of the 11
3/4% Notes on or before the Consent Date, as well as obtaining the requisite
funding. The Company reserves the option to terminate the tender offer at any
time before its expiration date.
Questions regarding the tender offer may be directed to Marcey
Becker, Senior Vice-President, Finance of the Company at (203) 462-5809. Request
for documents may be directed to D.F. King & Co., Inc., the Information Agent,
at (212) 269-5550 or (800) 859-8508 (toll-free).
This press release is not an offer to purchase or a solicitation of
acceptance of the offer to purchase, which may be made only pursuant to the
terms of the Offer to Purchase and Consent Solicitation Statement and related
transmittal documents. Statements in this press release regarding the private
placement of debt securities shall not constitute an offer to sell or a
solicitation of an offer to buy such securities.
Elizabeth Arden is a global prestige fragrance and beauty products company. The
Company's portfolio of leading brands includes the fragrance brands Red Door,
Red Door Revealed, Elizabeth Arden green tea, 5th Avenue, ardenBEAUTY, Elizabeth
Taylor's White Diamonds, Passion, Forever Elizabeth and Gardenia, White
Shoulders, Geoffrey Beene's Grey Flannel, Halston, Halston Z-14, Unbound, PS
Fine Cologne for Men, Design and Wings; the Elizabeth Arden skin care line,
including Ceramides and Eight Hour Cream; and the Elizabeth Arden cosmetics
line.
Company Contact: Marcey Becker
Senior Vice President, Finance
(203) 462-5809
Investor Contact: Cara O'Brien/Lila Sharifian
Financial Dynamics
(212) 850-5600
Press Contact: Stephanie Sampiere
Financial Dynamics
(212) 850-5600
In connection with the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995, Elizabeth Arden, Inc., is hereby
providing cautionary statements identifying important factors that could cause
our actual results to differ materially from those projected in forward-looking
statements (as defined in such act). Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "intends," "plans" and "projection") are not
historical facts and may be forward-looking and may involve estimates and
uncertainties which could cause actual results to differ materially from those
expressed in the forward-looking statements. Accordingly, any such statements
are qualified in their entirety by reference to, and are accompanied by, key
factors set forth in our filings with the Securities and Exchange Commission,
including our most recent Annual Report on Form 10-K, that have a direct bearing
on our results of operations. We caution that those factors could cause actual
results to differ materially from those expressed in any forward-looking
statements we make and that investors should not place undue reliance on any
such forward-looking statements. Further, any forward-looking statement speaks
only as of the date on which such statement is made, and we undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of anticipated or unanticipated events or circumstances. New factors
emerge from time to time, and it is not possible for us to predict all of such
factors. Further, we cannot assess the impact of each such factor on our results
of operations or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements.
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