Cutter & Buck Inc. to Be Acquired by New Wave Group AB (publ) for $156.5M in Cash
12 Abril 2007 - 7:00PM
PR Newswire (US)
SEATTLE, April 12 /PRNewswire-FirstCall/ -- Cutter & Buck Inc.
(NASDAQ:CBUK), a leading designer and marketer of upscale golf and
sportswear in the United States, today announced that it has signed
a definitive agreement to be acquired by New Wave Group AB (publ)
(OMX Stockholm Mid cap: NEWA B). New Wave is a leader in the design
and marketing of consumer products for the corporate promotional
and consumer retail markets in Europe. The combination of the two
companies provides Cutter & Buck Inc. a significantly expanded
product offering for the United States market and gives New Wave
Group AB an upscale golf & sportswear brand to distribute in
Europe. Under the terms of the agreement, which was unanimously
approved by the boards of directors of both companies, Cutter &
Buck Inc. shareholders will receive $14.38 per share of Cutter
& Buck Inc. common stock for an aggregate consideration of
$156.5M. "The two companies' brands are very complementary,
allowing us to expand the distribution of Cutter & Buck's
brands in Europe and the New Wave Group's brands in the United
States," said Goran Harstedt, New Wave Group AB's deputy Chief
Executive Officer. "We identified Cutter & Buck Inc. as the
company to carry some of our brands, especially New Wave and
Clique, in the United States on the corporate promotional market
because, like New Wave Group AB, they are founded on great customer
service and operational excellence. In addition, they truly
understand the markets we operate in. Moreover, we expect to reach
substantial synergies within buying, products and distribution."
"We are excited about the opportunities presented by this
combination," said Ernie Johnson, Cutter & Buck Inc.'s Chief
Executive Officer. "We will have access to proven products that
should provide us significant growth in our current markets. In
addition, this combination allows Cutter & Buck Inc. access to
New Wave Group AB's broad distribution network in Europe as well as
New Wave Group AB's exceptional product related resources
throughout the world." The transaction is subject to a number of
customary closing conditions, including approval by the
shareholders of Cutter & Buck Inc. and the receipt of
applicable regulatory approvals. The results of Cutter & Buck
will be consolidated with New Wave Group AB's financial statement
from and after the closing, expected for the end of May 2007. The
acquisition is expected to generate a positive effect on the
financial results of New Wave Group for its current fiscal year.
About Cutter & Buck Inc. Cutter & Buck Inc. designs and
markets upscale sportswear under the brands "Cutter & Buck"
"ANNIKA" and "CBUK". The company sells its products primarily to
golf and specialty retailers, corporations and international
distributors and licensees. The company also sells directly to
consumers through its wholly owned subsidiary, Cutter & Buck
Inc. Direct LLC. Cutter & Buck Inc. products feature
distinctive, comfortable designs, high quality materials and
manufacturing and rich detailing. Cutter & Buck Inc. has
approximately 380 employees and during its latest financial year
(May 1, 2005 - April 30, 2006) had net sales of $131M with an
income from continuing operations before income taxes of $9.8M.
Cutter & Buck Inc. had shareholders' equity of $70.3M as of
January 31, 2007. More information about Cutter & Buck Inc. is
available at their website; http://www.cutterbuck.com/. About New
Wave Group AB (publ) New Wave Group AB designs and markets
clothing, accessories and gifts for the corporate promotional and
consumer retail markets under several proprietary brands, including
Orrefors, Kosta Boda, Sagaform, Craft, New Wave, Clique, ProJob,
Jobman, Seger, Grizzly and James Harvest Sportswear. Through a
network of approximately 10,000 independent distributors, the
company sells its products throughout most countries in Europe, as
well as in China. New Wave Group AB has approximately 2,200
employees and during its latest financial year (January 1, 2006 -
December 31, 2006) had net sales of SEK3,530M (approx. $512M) with
an income from continuing operations before income taxes of SEK290M
(approx. $42M). New Wave Group AB had shareholder's equity of
SEK1,311M (approx. $190M) as of December 31, 2006. More information
about New Wave Group AB and its subsidiaries are available at their
website; http://www.nwg.se/. Forward-Looking Statements This press
release contains forward-looking statements that involve risks,
uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of New
Wave Group AB and its consolidated subsidiaries could differ
materially from those expressed or implied by such forward-looking
statements and assumptions. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including the expected benefits and costs of the
transaction; the expected timing of the completion of the
transaction; the ability to complete the transaction considering
the various closing conditions, including those conditions relating
to antitrust regulations; expectations regarding the ability of
Cutter & Buck or of New Wave Group AB to consummate the
transaction; expectations regarding the impact of the acquisition
on New Wave Group AB's future financial results; the potential
product, market, strategic, sales and other synergies from the
acquisition; any statements of the plans, strategies and objectives
of management for future operations, product development and sales;
any statements of expectation, belief or opportunities; and any
statements of assumptions underlying any of the foregoing.
Important Additional Information Will be Filed with the SEC This
communication is being made in respect of the proposed business
combination involving Cutter & Buck Inc. and New Wave Group AB.
In connection with the proposed transaction, Cutter & Buck Inc.
plans to file a Proxy Statement and other documents regarding the
proposed transaction with the SEC. The definitive Proxy Statement
will be mailed to shareholders of Cutter & Buck Inc. INVESTORS
AND SECURITY HOLDERS OF CUTTER & BUCK INC. ARE URGED TO READ
THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies
of the Proxy Statement (when available) and other documents filed
with the SEC by Cutter & Buck Inc. through the website
maintained by the SEC at http://www.sec.gov/. Free copies of the
Proxy Statement (when available) and other documents filed with the
SEC can also be obtained by directing a request to Cutter &
Buck Inc., 701 North 34th Street, Suite 400, Seattle, Washington
98103, USA, Attention: Investor Relations. Cutter & Buck Inc.
and New Wave Group AB and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Cutter & Buck Inc.'s directors and executive officers
is available in its Annual Report on Form 10-K for the year ended
April 30, 2006, which was filed with the SEC on June 30, 2006, as
amended August 25, 2006, and its proxy statement for its 2006
Annual Meeting of Shareholders, which was filed with the SEC on
September 12, 2006. Information regarding New Wave Group AB's
directors and executive officers is available on New Wave Group
AB's website at http://www.nwg.se/. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the Proxy Statement and other relevant
materials to be filed with the SEC when they become available.
DATASOURCE: Cutter & Buck Inc. CONTACT: Ernie Johnson, CEO of
Cutter & Buck Inc., +1-206-622-4191 Web site:
http://www.cutterbuck.com/
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