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CVC to Acquire Samsonite Corporation in US$1.7 Billion All-Cash Transaction
MANSFIELD, Massuchusetts, July 5 /PRNewswire/ --
- All-Cash Deal to Buy World's Leading Travel Lifestyle Brand for
US$1.49 Per Share
Samsonite Corporation (OTC Bulletin Board: SAMC), one of the world's
largest designers, manufacturers, distributors and marketers of luggage,
casual bags, business cases and travel-related products today announced that
it has entered into a definitive merger agreement to be acquired by funds
managed and advised by CVC Capital Partners ("CVC"), a leading global private
equity firm. The all-cash transaction is valued at approximately US$1.7
billion, including the assumption of debt.
Under the terms of the agreement, CVC will acquire all of the outstanding
common stock of Samsonite for US$1.49 per share in cash.
The transaction was unanimously approved by the Board of Directors of
Samsonite.
Entities controlled by Ares Management LLC, Bain Capital Partners, LLC
and Teachers' Private Capital, the private investment arm of Ontario
Teachers' Pension Plan, ("Principal Shareholders") who collectively own
approximately 85% of Samsonite's common stock, have agreed to approve the
transaction and have entered into a written consent and voting agreement with
CVC in this regard. The written consent and voting agreement provides, among
other things, that the Principal Shareholders will deliver written consents
approving the merger.
The transaction is expected to close during the fourth quarter of 2007
and is subject to customary closing conditions, including regulatory review
in the US and Europe. CVC has received certain funds debt financing
commitments from third-party financing sources and, accordingly, closing is
not subject to the receipt of financing.
Marcello Bottoli, CEO of Samsonite, said: "We believe that this
transaction delivers excellent value to all our shareholders. I am excited to
continue our successful journey to create the world's leading travel
lifestyle brand together with CVC Capital Partners."
A representative for the Principal Shareholders commented: "Ares
Management LLC, Bain Capital and Ontario Teachers' Pension Plan would like to
thank Marcello Bottoli, the rest of the management team and the employees of
Samsonite for their significant efforts during our ownership period in
transforming the company into the world's leading premium, global travel
brand. We wish Samsonite and its new owners continued success."
Hardy McLain and Luigi Lanari of CVC stated, "CVC Capital Partners is
delighted to have reached agreement to acquire Samsonite, the world's leading
travel lifestyle brand. We look forward to working with Marcello Bottoli and
his team to realise the full potential of the brand. China and India present
particularly interesting opportunities for growth."
Merrill Lynch International acted as financial advisor and Skadden, Arps,
Slate, Meagher & Flom (UK) LLP acted as legal advisor to Samsonite in
connection with the transaction. Kirkland & Ellis LLP acted as legal advisor
to the Principal Shareholders in connection with the transaction. UBS and
Lehman Brothers Inc. acted as financial advisors and Paul, Weiss, Rifkind,
Wharton & Garrison LLP and SJ Berwin LLP acted as legal advisors to CVC.
This press release and the related Agreement and Plan of Merger will be
filed with the US Securities and Exchange Commission pursuant to the
requirements of US Securities Laws. In connection with the proposed
transaction, Samsonite intends to file relevant materials with the Securities
and Exchange Commission, including a proxy statement on Schedule 14A.
INVESTORS AND SECURITY HOLDERS OF SAMSONITE ARE URGED TO READ THESE MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT SAMSONITE, CVC CAPITAL PARTNERS AND THE TRANSACTION. The proxy
statement and other relevant materials (when they become available) and any
other documents filed by Samsonite with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov. Investors and security holders
are urged to read the proxy statement and the other relevant materials when
they become available before making any voting or investment decision with
respect to the proposed transaction.
Samsonite and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Samsonite's stockholders
with respect to the proposed acquisition. Information about Samsonite's
executive officers and directors and their ownership of Samsonite common
stock is set forth in the proxy statement, which was filed with the SEC on
June 26, 2007. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of Samsonite and its
respective executive officers and directors in the proposed acquisition by
reading the preliminary and definitive proxy statements regarding the
proposed acquisition, which will be filed by Samsonite with the SEC.
CVC Capital Partners and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Samsonite in connection with the transaction described
herein. Information regarding the special interests of these directors and
executive officers will be included in the Proxy Statement/Prospectus to be
circulated in connection with the transaction.
About Samsonite
Samsonite is one of the world's largest manufacturers and distributors of
luggage and markets luggage, casual bags, business cases and travel-related
products under brands such as SAMSONITE(R) Black Label, LAMBERTSON TRUEX(R),
SAMSONITE(R), AMERICAN TOURISTER(R), LACOSTE(R) and TIMBERLAND(R).
About CVC Capital Partners
CVC Capital Partners ("CVC") is a leading global private equity and
investment advisory firm founded in 1981, with a network of 18 Offices and
160 employees throughout Europe, Asia and the United States. CVC is currently
investing from CVC Fund IV, CVC Asia II and CVC Tandem Fund with an aggregate
of US$15bn in equity capital. The CVC team's local knowledge and extensive
contacts underpin a 25-year proven track record of investment success. CVC
has the ability to bring an enormous amount of cross-border resource together
quickly to focus on winning transactions. The current European portfolio
totals 36 investments and includes: Formula One, the world's leading
motorsport rights management business; AA/Saga, a leading affinity brand
business; Cortefiel, one of the largest specialised clothing retailers in
Spain; Debenhams, Britain's leading department store group; and Seat Pagine
Gialle, the leading directories business in Italy. The current Asian
portfolio totals 10 investments and includes PBL Media, Australia's largest
diversified media group (including Channel Nine and NineMSN) and DCA,
Australia's leading healthcare company.
About Ares Management
Ares Management is a private alternative investment firm with
approximately US$15 billion of committed capital under management. Founded in
1997, Ares Management specializes in managing assets in both the private
equity and leveraged finance markets. Ares Management's private equity
activities are conducted through the Ares Corporate Opportunities Funds
("ACOF"). ACOF's retail and consumer product portfolio companies include
General Nutrition Centers, Inc., Maidenform Brands, Inc., National Bedding
Co. (Serta) and Orchard Supply Hardware Stores Corp. Ares Management's
leveraged finance activities in the U.S. and Europe are conducted through its
capital market group and its management of Ares Capital Corporation (Nasdaq:
ARCC), a publicly traded business development corporation. The firm has over
170 employees and offices in Los Angeles, New York and London.
About Bain Capital Partners
Bain Capital is a global private investment firm and manages various
capital funds including private equity, high-yield investments, mezzanine
capital and public equity with approximately US$50 billion in assets under
management. Since its inception in 1984, Bain Capital has made private equity
investments and add-on acquisitions in over 240 companies around the world,
including such leading retailers and consumer companies as Toys "R" Us,
Michaels, Burger King, Warner Music Group, Burlington Coat Factory, Dunkin'
Brands, Dollarama and Staples. Headquartered in Boston, Bain Capital has
offices in London, New York, Munich, Hong Kong, Shanghai, and Tokyo.
About Ontario Teachers' Pension Plan
With more than US$16 billion in assets, Teachers' Private Capital is one
of North America's largest private investors, providing equity and mezzanine
debt capital for large and mid-sized companies, venture capital for
developing industries, and financing for a growing portfolio of
infrastructure and timberland assets worldwide. It has completed a number of
major retail and consumer product transactions, including General Nutrition
Centers, Shoppers Drug Mart Corporation, Easton-Bell Sports, National Bedding
Co. (Serta) and Doane Pet Care. Other notable private investments include
Yellow Pages Group, Maple Leaf Sports & Entertainment and Alliance Laundry
Holdings. The CDN$106 billion Ontario Teachers' Pension Plan is the largest
single-profession pension plan in Canada. It is an independent corporation
responsible for investing the fund and administering the pensions of
Ontario's 271,000 active and retired teachers.
Statements in this release that are not historical are forward-looking
statements. These statements are based on management's current beliefs and
expectations. The forward-looking statements in this release are subject to
uncertainty and changes in circumstances and involve risks and uncertainties
that may affect the company's operations, markets, products, services, prices
and other factors as discussed in the Samsonite's filings with the U.S.
Securities and Exchange Commission. Significant risks and uncertainties may
relate to, but are not limited to, financial, economic, competitive,
environmental, political, legal, regulatory and technological factors. In
addition, the completion of any transactions described in this release is
subject to a number of uncertainties and to negotiation and execution of
definitive agreements among the parties and closing will be subject to
approvals and other customary conditions. Accordingly, there can be no
assurance that such transactions will be completed or that the company's
expectations will be realized. The company assumes no obligation to provide
revisions to any forward-looking statements should circumstances change,
except as otherwise required by applicable laws.
Web site: http://www.samsonite.com






