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This article was originally published in The Rose Sheet

Executive Summary

An independent committee of Parlux' board of directors believes it is not "prudent" to move forward in accepting Parlux CEO Ilia Lekach's unsolicited offer to take the fragrance company private due to "significant financial and other contingencies contained in the proposal," Parlux announces. If the company agrees to the proposal and the deal does not close, it may have a "very negative" effect on Parlux, the company adds. In order to protect Parlux and its shareholders, the committee requests closing contingencies be removed. PF Acquisition of Florida, the entity representing Lekach, notes in a follow-up letter it does not expect the committee to "incur any expense" related to the proposal until the acquiring firm has "obtained its financing commitments," and that once it does so it expects to proceed "in a customary fashion without any deposit or waiver of the financial and other contingencies and with a break-up fee." Lekach recently offered to acquire the company for $29 per share (1"The Rose Sheet" June 19, 2006, In Brief)...

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CEO Ilia Lekach has made an unsolicited offer to take the fragrance company private for $29 per share, Parlux announces June 14. In light of the offer, the company has cancelled its annual investors day scheduled for June 23, firm notes. Parlux revealed in July 2005 that it was considering a sale of the company as part of an initiative to explore "various strategic alternatives to enhance shareholder value" (1"The Rose Sheet" July 18, 2005, In Brief). Separately, company released unaudited fiscal 2006 (ended March 31) results on June 13. Parlux reports net sales increased 82% to $182.2 mil., while net income advanced 109% to $22.5 mil., in line with preliminary results reported in May (2"The Rose Sheet" May 15, 2006, In Brief). On June 9, Parlux filed an extension for its annual report for the fiscal year, because it was unable to complete certain new requirements by the initial filing date. Firm noted "certain internal controls were not operating effectively as of and during the year" and that it is taking "immediate action to address and remediate" the issues...

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