Guess? to be acquired by Authentic Brands Group for $16.75 per share in cash

GUESS INC

Public stockholders receive $16.75/share cash; Rolling Stockholders retain 49% of IP assets.
Transaction valued at implied premium; expected to close in Q4 FY2026 (by Jan 31, 2026).
Company IP will be 51% owned by Authentic, 49% by Rolling Stockholders; management to continue.
Termination fee of ~$23.3M payable by Guess? in certain circumstances if deal fails.
Special Committee and Board unanimously approved; Supporting Stockholders agreed to vote in favor.

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