K-Swiss to Be Acquired by E.Land World for $4.75 Per Share in Cash
16 Enero 2013 - 9:05PM
Business Wire
K•Swiss Inc. (NASDAQ: KSWS) and E.Land World Ltd. announced
today entry into a definitive agreement pursuant to which E.Land
World will acquire all of the outstanding common stock of K•Swiss
for $4.75 per share in cash, or a total equity value of
approximately $170 million.
Under the terms of the agreement, which was unanimously approved
by K•Swiss’ Board of Directors, K•Swiss stockholders will receive
$4.75 in cash for each outstanding Class A and Class B share of
K•Swiss common stock they own, representing a 49% premium over the
closing price for a share of Class A common stock on the NASDAQ
Stock Market on January 16, 2013, and a 62% premium over the
three-month, volume-weighted average trading price for a share of
Class A common stock on the NASDAQ Stock Market as of January 16,
2013.
Steven Nichols, Chairman of the Board and President of K•Swiss,
stated, “We are excited to enter into this transaction with E.Land
as we believe it is in the best interests of K•Swiss and our
stockholders. E.Land has a 30-year record of successfully building
a global fashion and retail conglomerate and also shares our
culture of valuing associates. I believe that such a platform will
provide K•Swiss with the resources and scale to return to its
former performance levels and to further maximize Palladium’s
potential.”
The merger, which is expected to close during the second quarter
of 2013, requires the approval of 80% of K•Swiss’ outstanding
voting power and applicable regulatory approvals in addition to
other customary closing conditions. E.Land World will use existing
resources and credit facilities to fund the acquisition and will
not need additional external financing for this transaction.
Certain Class A and Class B stockholders, who collectively hold
approximately 75% of the voting power of all outstanding common
stock, have executed agreements to vote in favor of and support the
transaction.
“We are thrilled to be adding the K•Swiss and Palladium brands
to E.Land Group’s portfolio,” said SungKyung Park, President of
E.Land World. “K•Swiss is a well-established international sports
brand and we are very excited about the tremendous potential both
the K•Swiss and Palladium brands bring to our proven global
platform. We look forward to investing in the company and building
upon its heritage.”
Goldman, Sachs & Co. is acting as the sole financial advisor
to K•Swiss and Gibson, Dunn & Crutcher LLP is acting as legal
counsel to K•Swiss. Morgan Stanley is acting as the sole financial
advisor to E.Land World and Linklaters LLP is acting as legal
counsel to E.Land World.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed merger, K•Swiss plans to file
with the Securities and Exchange Commission (the “SEC”) and furnish
to its stockholders a proxy statement. BEFORE MAKING ANY VOTING
DECISION, STOCKHOLDERS OF K•SWISS INC. ARE URGED TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND RELATED MATTERS. Stockholders will be able to obtain
free copies of the proxy statement and other documents filed with
the SEC by K•Swiss. through the website maintained by the SEC at
www.sec.gov, at the K•Swiss’ website at
http://www.kswiss.com/customer/page/investors and from K•Swiss by
directing a written request to K•Swiss, 31248 Oak Crest Drive,
Westlake Village, CA 91361, Attention: Investor Relations.
K•Swiss and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the
stockholders of K•Swiss in connection with the proposed merger.
Information about the interests of these executive officers and
directors in the transaction described herein will be included in
the proxy statement described above. Additional information
regarding these directors and executive officers is also included
in the Company’s proxy statement for its 2012 Annual Meeting of
Stockholders, which was filed with the SEC on April 20, 2012. This
document is available free of charge at the SEC’s website at
www.sec.gov and from K•Swiss by contacting Investor Relations at
the address set forth above.
About K•Swiss
Founded more than forty years ago in Van Nuys, California,
K•Swiss introduced the first all-leather tennis shoe, the K•Swiss
“Classic” in 1966. Since its inception, K•Swiss has rooted itself
in California Sport with an aim to be the most inspiring and
innovative sports brand in the market. Today the Company offers
performance and lifestyle footwear and apparel for several
categories under its California Sports umbrella including Tennis
Heritage, California Fit (Running, Triathlon and Fitness) and
California Youth. K•Swiss also designs, develops and markets
footwear under the Palladium brand. For more information about
K•Swiss, visit www.kswiss.com.
About E.Land Group
Established in 1980 in Korea, E.Land has grown to become
one of the largest South Korean conglomerates, primarily
specializing in fashion and retail/distribution. E.Land is Korea's
first and largest integrated fashion and retail company, with
operations spanning nine different countries across three
continents, including Korea, China, India, the United States and
Italy. Comprised of over 60 affiliated entities, the Company offers
close to 200 brands and operates more than 10,000
stores worldwide, recording approximately US$7.1 billion
of revenues in 2011. E.Land’s newer businesses also include
restaurants, construction and leisure. In 2011, E.Land
acquired the Italian brands Mandarina Duck and
Coccinelle, the Palms Resort Saipan and the PIC resort in
Saipan, and established a joint venture with Kate
Spade in China.
E.Land’s core philosophies are honesty and customer value,
and the Company is actively involved in community service both
locally and worldwide through its own E.Land Foundation, being one
of the most civically active corporations in Korea, India, Vietnam
and China.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, among others, statements about the benefits of
the acquisition and the expected timing for closing the
acquisition. These statements are based on the current beliefs and
expectations of K•Swiss’s management and are subject to known and
unknown risks and uncertainties. Actual results may differ
materially from those contemplated by the forward-looking
statements. A number of important factors could cause actual
results to differ materially from those contemplated by these
forward-looking statements, including, but not limited to: (i)
K•Swiss may be unable to obtain stockholder approval as required
for the merger; (ii) conditions to the closing of the merger may
not be satisfied or waived; (iii) the transaction may involve
unexpected costs, liabilities or delays; (iv) K•Swiss’s business
may suffer as a result of the uncertainty surrounding the
transaction; (v) the outcome of any legal proceeding relating to
the transaction; (vi) K•Swiss may be adversely affected by other
economic, business and/or competitive factors; (vii) the ability
and timing to obtain required regulatory approvals; (viii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (ix) the
ability to recognize benefits of the transaction; (x) risks that
the transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
transaction; and (xi) other risks to consummation of the
transaction, including the risk that the transaction will not be
consummated within the expected time period or at all. For further
information regarding the risks associated with K•Swiss’s business,
please refer to K•Swiss’s filings with the Securities and Exchange
Commission, including K•Swiss’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on these
forward-looking statements. K•Swiss undertakes no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise.
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