American Apparel Calls for Redemption of All Issued and Outstanding Warrants

Wed Feb 6, 2008 9:58pm EST
 
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LOS ANGELES--(Business Wire)--
American Apparel, Inc. (formerly Endeavor Acquisition Corp.), a
Delaware corporation (Amex: APP), announced today that it is calling
for the redemption of all of its outstanding warrants, which trade
separately on the American Stock Exchange under the symbol APP.WS or
trade on the American Stock Exchange as part of American Apparel's
units (which consist of one share of common stock and one warrant)
under the symbol APP.U. The redemption date for the warrants is March
7, 2008.

   Each warrant entitles the holder to purchase from American Apparel
one share of American Apparel common stock at an exercise price of
$6.00. The warrants were originally issued in the initial public
offering of Endeavor Acquisition Corp., a special purpose acquisition
company, in December 2005. As a result of the company's acquisition of
American Apparel, Inc., a California corporation, and its affiliated
companies on December 12, 2007, the warrants are now exercisable for
shares of common stock of American Apparel.

   American Apparel has the right to call all outstanding and
unexercised warrants for redemption if the closing sale price of
American Apparel's common stock has been at least $11.50 per share on
each of 20 trading days within any 30 trading day period ending on the
third business day prior to the date on which notice of such
redemption is given. The closing sale price of American Apparel's
common shares has been $11.50 or higher for at least 20 of the last 30
trading days beginning on December 19, 2007 and ending on February 1,
2008. The closing sale price of American Apparel's common stock on
February 1, 2008 was $12.70 per share.

   To exercise their warrants, warrant holders must either deliver
their warrant or unit certificate(s) together with the exercise price
of $6.00 per warrant (payable to American Apparel, Inc.) to the
company's stock transfer agent, Continental Stock Transfer & Trust
Co., 17 Battery Place, New York, New York 10004, (212) 845-3200, or
elect to exercise on a cashless basis. Warrant holders electing a
cashless exercise must pay the exercise price by surrendering the
warrants for that number of shares of common stock equal to the
quotient obtained by dividing (x) the product of the number of shares
of common stock underlying the warrants, multiplied by the difference
between the exercise price of the warrants and the "fair market value"
(defined below) by (y) the fair market value. The "fair market value"
means the average reported last sale price of shares of the American
Apparel's common stock for the 10 trading days ending on the third
trading day prior to the date on which the notice of redemption is
sent to the warrant holders, which equals $11.89. Any fractional share
issuable as a result of a cashless exercise will be rounded up to the
nearest whole share. Warrant holders who hold their warrants or units
through a brokerage account should contact their broker for
instructions regarding the exercise of warrants and the payment of the
exercise price.

   Warrant holders may exercise their warrants at any time prior to
March 7, 2008, the date of redemption. If any warrants are not
exercised before March 7, 2008, those warrants will be canceled and
holders of those warrants will be paid $0.01 per warrant and will no
longer have the right to purchase any shares underlying those
warrants.

   The shares of common stock issuable upon exercise of the warrants
have been offered under the company's registration statement, which
has been declared effective by the Securities and Exchange Commission.
The offering of the shares of common stock issuable upon exercise of
the warrants is being made only by means of a prospectus dated
December 13, 2007. Copies of the prospectus may be obtained from the
company's stock transfer agent, Continental Stock Transfer & Trust
Co., 17 Battery Place, New York, New York 10004, (212) 845-3200.

   This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any state.

   There were originally approximately 16.1 million warrants issued
and there are currently approximately 10.3 million warrants that
remain outstanding, as of February 5, 2008. Assuming a cash-based
exercise of all outstanding warrants, American Apparel would receive
gross proceeds of approximately $61.8 million and there would be a
total of approximately 73.4 million shares of American Apparel's
common stock issued and outstanding on the redemption date. Assuming a
cashless exercise of all outstanding warrants, the company would
receive no cash and there would be approximately 67.8 million shares
of American Apparel's common stock issued and outstanding on the
redemption date.

   About American Apparel

   American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based in
downtown Los Angeles, California. As of December 31, 2007, American
Apparel employed over 6,700 people and operated over 180 retail stores
in 13 countries, including the United States, Canada, Mexico, United
Kingdom, France, Germany, Italy, the Netherlands, Sweden, Switzerland,
Israel, Japan and South Korea. American Apparel also operates a
leading wholesale business that supplies t-shirts and other casual
wear to distributors and screen printers. In addition to its retail
stores and wholesale operations, American Apparel operates an online
retail e-commerce website at store.americanapparel.net.

   Safe Harbor Statement

   This press release, and other statements that American Apparel,
Inc. may make, may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical
facts and include statements regarding, among other things, the
company's future financial condition and results of operations and the
company's prospects and strategies for future growth. In some cases,
you can identify forward-looking statements by words or phrases such
as "trend," "potential," "opportunity," "believe," "comfortable,"
"expect," "anticipate," "current," "intention," "estimate,"
"position," "assume," "outlook," "continue," "remain," "maintain,"
"sustain," "seek," "achieve," and similar expressions, or future or
conditional verbs such as "will," "would," "should," "could," "may"
and similar expressions.

   Such forward-looking statements are based upon the current beliefs
and expectations of American Apparel's management, but are subject to
risks and uncertainties, which could cause actual results and/or the
timing of events to differ materially from those set forth in the
forward-looking statements. American Apparel cautions that
forward-looking statements are subject to numerous assumptions, risks
and uncertainties, which change over time. Actual results could differ
materially from those anticipated in forward-looking statements and
future results could differ materially from historical performance.
The following factors, among others, could cause actual results to
differ from those set forth in forward-looking statements: business
conditions, including risks associated with foreign markets,
international business and online retail operations, increases in
materials or labor costs and employee matters; the company's
relationships with its lenders and its ability to comply with the
terms of its existing credit facilities; changing interpretations of
generally accepted accounting principles; changes in the overall level
of consumer spending; changes in preferences in apparel or the
acceptance of the company's products and the company's ability to
anticipate such changes; the performance of the company's products
within the prevailing retail environment; availability of store
locations at appropriate terms and our ability to open new stores and
expand internationally; the possibility that the company's suppliers
and manufacturers may not timely produce or deliver the company's
products; financial non-performance by the company's customers,
primarily in the wholesale business; inquiries and investigations and
related litigation; continued compliance with U.S. and foreign
government regulations; legislation or regulatory environments;
requirements or changes adversely affecting the business in which the
company is engaged; fluctuations in customer demand; management of
rapid growth; intensity of competition, both domestic and foreign,
from other apparel providers; changes in key personnel; costs as a
result of operating as a public company; general economic conditions;
increases in interest rates; geopolitical events and regulatory
changes; as well as other relevant risks detailed in the company's
definitive proxy statement dated November 28, 2007 relating to its
acquisition of American Apparel Inc. and its affiliated companies and
other filings that the company makes with the Securities and Exchange
Commission and available at www.sec.gov. You are urged to consider
these factors carefully in evaluating the forward-looking statements
herein and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety by
this cautionary statement. The forward-looking statements speak only
as of the date on which they are made and the company undertakes no
obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances..

Integrated Corporate Relations
Joseph Teklits/Jean Fontana, 203-682-8200
or
American Apparel
Adrian Kowalewski, 213-488-0226 ext. 1463
Director, Corporate Finance & Development

Copyright Business Wire 2008

 

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