Mossimo History

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The Company Description of Its Time

Mossimo Incorporated was purchased by Iconix Brand Group Inc., and this filing is, in substance, the buyer's own completion announcement dated November 1, 2006. Iconix Brand Group, Inc. announced that day that it had completed the merger of Mossimo, Inc. with and into a subsidiary of Iconix. The route at the head of the historical record leads onward to the Iconix Brand page in the I section of this directory, which is where the acquiring company's profile continues. Unlike most entries in this letter, nothing here describes products, stores or founders; the document is a transaction record, and this profile treats it with the precision a transaction record deserves.

The Consideration, Share by Share

Iconix acquired all outstanding shares of Mossimo in consideration for 0.2271139 of a share of Iconix common stock and $4.25 in cash for each share of Mossimo common stock. A mixed cash-and-stock price means Mossimo's holders did not simply exit; they exchanged most of their exposure for a continuing stake in the acquirer, at an exchange ratio fixed to seven decimal places. The totals are given with the same exactness: the total purchase price for Mossimo Inc. was 3,608,810 shares of Iconix common stock and $67.5 million in cash, and on closing Mossimo held approximately $22 million in cash of its own, a balance the announcement records because it offsets, in economic terms, part of the cash the buyer paid.

Two further payments complete the ledger. Mossimo stockholders also received non-transferable contingent share rights entitling them to additional Iconix shares after the first anniversary of the merger if Iconix's common stock did not close at or above $18.71 for at least 20 consecutive trading days during the following year; based on the three-day average price before closing, the maximum additional shares were approximately 41,000. Separately, Iconix paid Cherokee Inc. $33.0 million upon closing in connection with a termination and settlement agreement with Cherokee. The announcement does not explain the underlying Cherokee arrangement, and this profile does not speculate about it; the payment, its amount and its stated connection are kept as recorded.

Why a Merger Notice Is Kept as the Profile

A brand directory could have replaced this page with a biography of the Mossimo label, but that biography is not what the historical record filing contains, and preservation means keeping the document that exists rather than substituting a more convenient one. What the notice establishes, permanently and verifiably, is the end of Mossimo's independence: the date its shares ceased to be its own, the buyer that absorbed it, the price structure its stockholders accepted, and the neighbouring settlement that had to be paid to clear the transaction. For anyone tracing brand ownership, which is one of the commonest reasons to consult a names directory at all, those are the operative facts.

The contingent share right deserves a final plain reading, because it is the least familiar instrument in the announcement. It functioned as price protection written into the deal: if Iconix shares failed to reach and hold the stated $18.71 level within the first year, former Mossimo holders would receive a modest top-up of stock, capped near 41,000 shares on the pricing basis stated. Small beside the main consideration, it shows the negotiation balancing risk between buyer and sellers after the headline price was set. Current information about the brand and its owner belongs with Iconix; this page preserves the November 2006 completion record, figures intact, exactly as Apparel Search filed it under M.

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