Randa Corporation made a non-binding, unsolicited proposal to acquire Perry Ellis International, Inc. (NasdaqGS:PERY) for approximately $450 million on July 1, 2018. Under the terms of proposal, Randa Corporation will acquire Perry Ellis International for $28 per share on a fully diluted basis. As of July 27, 2018, Randa Corporation revised the offer to acquire Perry Ellis International for $28.9 per share on a fully diluted basis. The transaction will be financed by some bank commitments and cash on-hand. The reverse termination fee in the transaction is 4%. The deal is subject to completion of customary confirmatory due diligence and entering into a mutually acceptable definitive agreement. For the transaction, Perry Ellis International has formed a special committee, which, in consultation with its independent financial and legal advisors, will carefully review and evaluate Randa’s proposal to determine the course of action that the Special Committee of the Perry Ellis Board believes is in the best interest of the Company and all Perry Ellis shareholders. As on July 5, 2018, the Special Committee of the Perry Ellis International recommends that all Perry Ellis shareholders vote for the Feldenkreis transaction. As of July 27, 2018, the Special Committee recommended Perry’s shareholders to take no action. Special Committee concluded that re-engaging with Randa at the price offered was not in the best interest of shareholders. PJ SOLOMON acted as the financial advisor and Robert Schumer, Kelley Parker and Eric Goodison of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP acted as the legal advisors to the special committee of Perry Ellis Board whereas Innisfree M&A Inc. acted as the proxy solicitor for Perry Ellis International. Threadstone LP acted as financial advisor and Steven Gartner and Adam Turteltaub of Willkie Farr & Gallagher LLP acted as legal advisors for Randa. Ethan Klingsberg, Meme Peponis, Qingxiang Li and Roberto Cugnasco of Cleary Gottlieb advised PJ Soloman acting as financial advisor to Perry Ellis International, Inc. Randa Corporation cancelled the acquisition of Perry Ellis International, Inc. (NasdaqGS:PERY) on August 14, 2018. The Special Committee, following a careful and thorough review in consultation with its independent financial and legal advisors consistent with its fiduciary duties, and after discussions with representatives of each of George Feldenkreis and Oscar Feldenkreis, determined that the Proposal is no longer reasonably likely to lead to a superior proposal as defined in the Feldenkreis merger agreement. Specifically, based on communications received from Perry's key inbound licensor, it became clear that the key inbound licensor precondition to the Proposal is not likely to be satisfied irrespective of any action taken by the Feldenkreises. Nor is Randa prepared to waive this precondition. As such, the Special Committee determined to terminate discussions with Randa regarding its Proposal. The Special Committee continues to believe that the Feldenkreis merger agreement is in the best interest of all Perry Ellis shareholders.