Guess? Shareholders to Receive $16.75 Per Share in Cash; Transaction Values Guess? at Approximately $1.4 Billion Representing a Premium of Approximately 73% to Guess?'s Unaffected Closing Common Stock Price on March 14, 2025(1)

As Part of This Transaction, Guess? Will Enter Into a Strategic Partnership with Authentic Brands Group Whereby Authentic Will Own 51% of Guess? IP and the Rolling Stockholders Will Own 49% of Guess? IP; Current Guess? Management Will Continue to Run the Business and Own 100% of the Operating Company

LOS ANGELES--(BUSINESS WIRE)--August 20, 2025-- 

Guess?, Inc. (NYSE: GES) today announced it has signed a definitive agreement for certain existing Guess? shareholders (collectively, the "Rolling Stockholders"), including Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini and certain of their respective trusts, foundations and affiliates, to enter into a strategic partnership with Authentic Brands Group LLC ("Authentic"), under which, in connection with the take-private transaction, Authentic will acquire 51% of substantially all Guess? intellectual property after which all of the outstanding common stock of Guess? not already beneficially owned by the Rolling Stockholders will be acquired in an all-cash transaction that values Guess? at approximately $1.4 billion, including debt. The Rolling Stockholders will own 49% of all Guess? intellectual property, and current Guess? management will continue to run the business and own 100% of the operating company.

Under the terms of the agreement, Guess? shareholders (other than the Rolling Stockholders) will receive $16.75 per share in cash, representing a premium of approximately 73% to Guess?'s unaffected closing common stock price on March 14, 2025, the last trading day prior to Guess?'s press release announcing its receipt of a non-binding acquisition proposal from a third party.

"Today's announcement is the result of a thoughtful and independent review by the Special Committee of the Guess? Board of Directors to maximize value for Guess? shareholders," said Alex Yemenidjian, Chairman of the Guess? Board of Directors and Chairman of the Special Committee. "With the assistance of financial and legal advisors, the Special Committee evaluated a number of potential options and unanimously determined that the transaction with Authentic and the Rolling Stockholders is the best path forward for Guess?, providing Guess? shareholders with immediate and certain cash value at a compelling premium."

"Over our 44-year history, Guess? has established itself as a global leader in the fashion industry, and today marks another significant milestone on our journey," said Paul Marciano, Guess? Co-Founder and Chief Creative Officer. "Guess? has always worked to create a strong network of licensing partners, and joining forces with Authentic -- the world's second largest licensor with a powerful lifestyle and entertainment platform -- will enable us to build on this foundation and expand our reach as a global lifestyle brand. Guess?'s incredible legacy is a direct result of our unparalleled understanding of our customers and commitment to creating innovative and iconic designs that stand the test of time. I am grateful to our world-class team members and partners and look forward to continuing to work closely with Carlos and our talented leaders in this new chapter."

"Through this transaction, we look forward to building on the significant progress we have made to strengthen our organization, improve brand awareness and elevate customer engagement," said Carlos Alberini, Guess? Chief Executive Officer. "As a private company benefiting from the perspectives of a globally recognized licensing partner, Guess? will have enhanced flexibility to navigate today's complex operating environment and execute on a more targeted, long-term strategy, enabling us to even better serve customers around the world. I want to thank the Special Committee for their diligent work to determine the best value creation opportunity for our shareholders, as well as express my gratitude to Paul for his decades of visionary leadership and continued partnership on the road ahead."

"Guess? is a powerhouse brand that has defined style and culture for over 40 years," said Jamie Salter, Founder, Chairman and CEO of Authentic. "We have tremendous respect for the Marcianos and their team, who have built an innovative, heritage-rich brand with incredible global reach and an established ecosystem of partners. We are excited to build on this legacy in partnership with them as Guess? enters its next chapter within our platform."

Transaction Details

The transaction is expected to close in the fourth quarter of Guess?'s 2026 fiscal year, subject to satisfaction or waiver of regulatory and other customary conditions, including approval by the holders of a majority of Guess?'s outstanding common stock and a majority of the votes cast by the unaffiliated stockholders of Guess?.

The Guess? Board of Directors, with Paul Marciano and Carlos Alberini recusing themselves, unanimously approved the proposed transaction upon the unanimous recommendation of the Special Committee of independent and disinterested directors that led the review and negotiation of this transaction.

The Rolling Stockholders have agreed to roll over their shares of common stock and incentive equity of Guess? in connection with, and vote their shares of common stock in favor of, the proposed merger and the other transactions contemplated by the Merger Agreement, with such voting obligation terminating if the Merger Agreement is validly terminated, including in connection with a "superior proposal."

The transaction is not subject to a financing condition. The transaction will be financed through a combination of rollover equity by the Rolling Stockholders and cash commitments by Authentic. Under the terms of the Indenture, dated as of April 17, 2023, between Guess? and U.S. Bank Trust Company, National Association, as trustee, holders of Guess?'s 3.75% convertible senior notes due 2028 (the "Convertible Notes") will have certain rights to cause the repurchase, redemption or conversion of their Convertible Notes in connection with the transaction.

Guess? expects to pay a quarterly cash dividend of $0.225 cents per share through the closing of the transaction.

Upon completion of the transaction, Guess?'s common stock will no longer be listed on any public market.

Advisors

Solomon Partners is acting as financial advisor to the Special Committee, and Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor LLP are acting as legal counsel to the Special Committee.

O'Melveny & Myers LLP and Morris, Nichols, Arsht & Tunnell LLP are acting as legal counsel to Guess? and Joele Frank is serving as strategic communications advisor.

The Sage Group, LLC is acting as financial advisor and Jones Day and Ropes & Gray LLP are acting as legal counsel to the Rolling Stockholders.

J.P. Morgan Securities LLC is acting as financial advisor and Latham & Watkins LLP is acting as legal counsel to Authentic.

About Guess?

Guess? designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, eyewear, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. As of May 3, 2025, Guess? directly operated 1,074 retail stores in Europe, the Americas and Asia. Guess?'s partners and distributors operated 527 additional retail stores worldwide. As of May 3, 2025, Guess? and its partners and distributors operated in approximately 100 countries worldwide. For more information about Guess?, please visit www.guess.com.

About Authentic Brands Group

Authentic Brands Group (Authentic) is the world's leading owner of sports, lifestyle and entertainment intellectual property. It acquires and owns iconic brands, positions them for long-term growth and partners with top-tier operators to scale globally, all while delivering bold storytelling and marketing that brings each brand to life.

Authentic owns more than 50 global brands, generating approximately $32 billion in annual systemwide retail sales. These brands have a significant presence in 150 countries, with more than 29,000 freestanding stores and shop-in-shops, as well as 500,000 points of sale worldwide. Authentic's portfolio of globally recognized brands includes Shaquille O'Neal, David Beckham, Reebok, Champion, Nautica, Elvis Presley, Marilyn Monroe, Sports Illustrated, Eddie Bauer, Aéropostale, Lucky Brand, Nine West, Brooks Brothers, Juicy Couture, Vince Camuto, Dockers, Quiksilver, Billabong, Sperry, Hunter and Ted Baker. Through its joint venture with Saks Global, Authentic Luxury Group $(ALG)$, it drives growth for luxury and accessible luxury brands, including Barneys New York, Judith Leiber, Hervé Léger, Vince, Neiman Marcus, Saks Fifth Avenue and Saks OFF 5TH.

For more information, visit authentic.com.

Follow Authentic on LinkedIn, Instagram and WeChat.

Additional Information Regarding the Transaction and Where to Find It

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August 20, 2025 08:30 ET (12:30 GMT)