Guess Inc. Shareholder Alert: Investigation into Reasonableness of Transaction with Authentic Brands and Co-Founders.

The Ademi Firm is investigating Guess Inc.'s transaction with Authentic Brands and co-founders for possible breaches of fiduciary duty and other violations of law. Shareholders will receive $16.75 per share in cash, while insiders will receive substantial benefits. The transaction agreement unreasonably limits competing transactions, and the firm is investigating the conduct of the Guess board of directors. Shareholders can contact the firm at gademi@ademilaw.com or toll-free: 866-264-3995 for additional information.

Guess Inc. (GES) has been the subject of an investigation by The Ademi Firm, which is examining potential breaches of fiduciary duty and other legal violations in the company's transaction with Authentic Brands Group (ABG) and its co-founders. The investigation focuses on the fairness and legality of the transaction, which involves the acquisition of 51% of Guess's intellectual property by ABG and the remaining 49% by a group of co-founders, including Maurice Marciano, Paul Marciano, Nicolai Marciano, CEO Carlos Alberini, and certain of their respective trusts. The transaction is expected to close in the fourth quarter of 2025.

Shareholders of Guess Inc. will receive $16.75 per share in cash, totaling approximately $1.4 billion, including debt. However, insiders involved in the transaction stand to receive substantial benefits as part of the change of control arrangements, raising concerns about potential conflicts of interest. The transaction agreement also includes a provision that unreasonably limits competing transactions for Guess, imposing a significant penalty if the company accepts a competing bid.

The Ademi Firm is specifically investigating the conduct of Guess's board of directors to determine if they are fulfilling their fiduciary duties to all shareholders. The firm specializes in shareholder litigation involving buyouts, mergers, and individual shareholder rights. Shareholders who wish to join the investigation or obtain additional information can contact The Ademi Firm at gademi@ademilaw.com or toll-free at 866-264-3995.

In other recent news, Guess Inc. reported its second-quarter fiscal 2026 results, which exceeded market expectations. The company achieved a 6% increase in revenue, reaching $772.9 million, surpassing analyst projections of $758.72 million. Adjusted earnings per share came in at $0.26, significantly higher than the anticipated $0.16. This positive outcome was largely driven by a strong performance in the European market, where comparable store sales grew by 14% in U.S. dollars and 9% in constant currency. The Americas Retail segment also showed signs of improvement, although it experienced a 5% year-over-year decline in same-store sales. Overall, total revenue increased by 3% in constant currency compared to the same period last year [1].

References:
[1] https://finance.yahoo.com/news/guess-q2-earnings-beat-estimates-140200018.html
[2] https://seekingalpha.com/news/4490312-guess-cuts-dividend-by-25-to-0225
[3] https://www.businesswire.com/news/home/20250903822570/en/Shareholder-Alert-The-Ademi-Firm-investigates-whether-Guess-Inc.s-Transaction-with-Authentic-and-the-Co-Founders-is-Reasonable
[4] https://www.investing.com/news/analyst-ratings/ubs-raises-guess-stock-price-target-to-1675-on-takeprivate-deal-93CH-4215026