DEFA14A: Guess? Files Proxy Material for Authentic Brands Deal

Guess?, Inc. has filed definitive additional soliciting materials related to its proposed transaction with Authentic Brands Group LLC, urging stockholders to review upcoming proxy statements.

Summary

• Guess?, Inc. has filed definitive additional soliciting materials under Rule 14a-12 concerning a proposed transaction with Authentic Brands Group LLC.
• The filing includes communications made by Paul Marciano, Chief Creative Officer, on August 21, 2025, and Nicolai Marciano, Chief New Business Development Officer, on August 20, 2025, from their personal Instagram accounts, which serve as soliciting material.
• The Company intends to file a Proxy Statement on Schedule 14A and, jointly with affiliates and Authentic, a transaction statement on Schedule 13E-3 with the SEC regarding the proposed transaction.
• Stockholders are strongly urged to carefully read the Proxy Statement, Schedule 13E-3, and other relevant materials when they become available before making any voting or investment decisions.
• Information regarding the Company's directors and executive officers and their common stock ownership was previously filed in the definitive proxy statement for its 2025 annual meeting of stockholders on May 16, 2025.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive as it indicates progress on a proposed transaction. However, it is primarily procedural and heavily emphasizes the significant risks associated with the transaction, which tempers overall sentiment.

Risks

• The proposed transaction may not be completed in a timely manner or at all.
• Failure to satisfy any conditions to the proposed pre-closing restructuring or consummation of the transaction, including regulatory approvals.
• Failure to obtain requisite stockholder approvals.
• Occurrence of any event that could lead to the termination of the merger agreement, potentially requiring the Company to pay a termination fee.
• The announcement or pendency of the proposed transaction could negatively affect the Company's business relationships, operating results, and general business.
• The proposed transaction may disrupt the Company's current plans and operations.
• Challenges in retaining and hiring key personnel and maintaining relationships with key business partners, customers, suppliers, licensees, and landlords.
• Diverting management's attention from ongoing business operations.
• Unexpected costs, charges, or expenses resulting from the proposed transaction.
• Potential litigation relating to the proposed transaction against the parties or their directors, managers, or officers.
• Continued availability of capital and financing and rating agency actions.
• Certain restrictions during the transaction's pendency may limit the Company's ability to pursue business opportunities or strategic transactions.
• The parties may not achieve anticipated benefits, or the transaction may not be completed as expected or at all.
• The transaction may be more expensive to complete than anticipated due to unexpected factors.
• The Company's stock price may decline significantly if the transaction is not consummated.
• Unpredictability and severity of catastrophic events, including acts of terrorism, war, or hostilities.
• Impact of adverse general and industry-specific economic and market conditions.
• Uncertainty regarding the timing of completion of the proposed transaction.
• Legislative, regulatory, and economic developments affecting the Company's business.

Future Outlook

The Company anticipates the proposed transaction with Authentic Brands Group LLC will proceed, with expectations regarding its timing, anticipated effects, treatment of outstanding equity and awards, financing sources, and future dividend payments. Management is also considering alternative proposals. However, these are forward-looking statements subject to known and unknown risks and uncertainties that may cause actual results to differ materially.

Management Comments

• Paul Marciano, Chief Creative Officer, made a communication from his personal Instagram account on August 21, 2025, which is considered soliciting material for the proposed transaction.
• Nicolai Marciano, Chief New Business Development Officer, made a communication from his personal Instagram account on August 20, 2025, which is considered soliciting material for the proposed transaction.

Industry Context

NA

Legal Proceedings

• Potential litigation relating to the proposed transaction could be instituted against the parties to the merger agreement or their respective directors, managers, or officers.

Stakeholder Impact

• Shareholders: Will be required to make voting or investment decisions regarding the proposed transaction after reviewing the Proxy Statement and Schedule 13E-3.
• Employees: Risks related to the Company's ability to retain and hire key personnel in light of the proposed transaction.
• Customers, Suppliers, Licensees, Landlords: Risks related to maintaining relationships with key business partners and customers, suppliers, licensees, and landlords.
• Management: Attention may be diverted from ongoing business operations due to the proposed transaction.

Next Steps

• The Company intends to file a Proxy Statement on Schedule 14A with the SEC.
• The Company, affiliates, and Authentic Brands Group LLC intend to jointly file a transaction statement on Schedule 13E-3 with the SEC.
• The Proxy Statement and Schedule 13E-3 will be mailed or otherwise made available to the Company's stockholders.
• Stockholders are urged to read the Proxy Statement and Schedule 13E-3 carefully before making voting or investment decisions.

Key Dates

Keywords

Guess?, Authentic Brands Group, Merger, Acquisition, Proxy Statement, Schedule 14A, Schedule 13E-3, SEC Filing, Corporate Transaction, Stockholder Vote, Retail, Fashion