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8-K - FORM 8-K - TIMBERLAND CO | b86938e8vk.htm |
EX-2.1 - EX-2.1 - TIMBERLAND CO | b86938exv2w1.htm |
EX-2.2 - EX-2.2 - TIMBERLAND CO | b86938exv2w2.htm |
Exhibit 99.1
FOR
IMMEDIATE RELEASE
VF TO ACQUIRE THE TIMBERLAND COMPANY
FOR $43 PER SHARE
FOR $43 PER SHARE
| Transformative Acquisition Will Create $10B Global Apparel & Footwear Powerhouse | ||
| Addition of Timberland® and Smartwool® Brands Will Boost VFs Outdoor & Action Sports Business to 50% of Total Revenues | ||
| Will Provide Significant EPS Accretion in 2011 and 2012 |
Companies to hold webcast/conference call at 8:30 a.m. today;
details at end of release
details at end of release
Greensboro, NC and Stratham, NH June 13, 2011 VF Corporation (NYSE: VFC), a leader in
branded lifestyle apparel, and The Timberland Company (Timberland; NYSE: TBL) today jointly
announced that they have signed a definitive merger agreement. VF will pay Timberland shareholders
$43 per share, representing a total enterprise value of approximately $2 billion net of cash
acquired. The merger agreement was unanimously approved by both companies Boards of Directors.
Timberland is a global footwear and apparel company with expected 2011 revenues of $1.6 billion,
over half of which are generated internationally.
The Timberland® brand is synonymous with high quality outdoor footwear and apparel, said Eric
Wiseman, Chairman and Chief Executive Officer of VF Corporation. We believe the unique rugged
outdoor positioning of the Timberland® brand will perfectly complement the premium, technical
positioning of The North Face® brand, while the Smartwool® brand will provide us with a leadership
position in a new category. This acquisition will continue the transformation of VFs portfolio,
propelling VFs Outdoor & Action Sports businesses to 50% of total revenues. He continued, This
will be a winning combination, leveraging VFs international and direct-to-consumer platforms to
drive growth in the Timberland® and Smartwool® brands globally. At the same time, VF will benefit
from Timberlands rugged outdoor footwear expertise, international penetration in markets such as
Japan, and leadership position in sustainability.
Timberland is proud of its rich heritage, its track record of success and its reputation as a
responsible and environmentally-conscious global citizen, all of which will be preserved and
enhanced by becoming part of the VF family of brands, said Jeffrey Swartz, President and Chief
Executive Officer of Timberland.
VF is known for its ability to acquire and grow authentic outdoor brands, while protecting a
brands unique culture and DNA.
VF is confident in its ability to maintain Timberlands momentum by adding Timberlands strong
brands to its powerful portfolio of outdoor and action sports brands, which include The North
Face®,
Vans®,
JanSport®,
Reef®,
lucy®,
Eastpak®,
Napapijri® and
Eagle Creek®.
VF is targeting 10% annual revenue growth for Timberland through:
| Leveraging VFs established international platforms in Europe, Asia and Latin America | |
| Leveraging VFs direct-to-consumer platform, consisting of a global base of retail stores and rapidly growing e-commerce business | |
| Enhancing the Timberland® and Smartwool® brands apparel offerings | |
| Aggressively growing the womens footwear and apparel business |
In addition, VF believes it can substantially increase Timberlands profitability through:
| Expense management to improve SG&A ratios; | |
| Supply chain capabilities to reduce sourcing costs; | |
| Operating disciplines of VFs highly profitable international and direct-to-consumer businesses. |
We look forward to working with Jeff and Timberlands strong team of leaders as we build our plans
for the future together, concluded Mr. Wiseman.
The acquisition, which is expected to close in the third quarter, should add approximately $700
million to VFs 2011 revenues. It is also expected to be accretive to VFs earnings per share, by
$.25 in 2011 and by $.75 in 2012, inclusive of deal costs and other acquisition related expenses in
both periods. Excluding these expenses, EPS accretion would be approximately $.45 in 2011 and $.90
in 2012. Timberland will become part of VFs Outdoor & Action Sports coalition and will remain
headquartered in Stratham, New Hampshire.
The transaction is subject to customary conditions, including receipt of Timberland stockholder
approval and applicable regulatory approvals. VF plans to finance the transaction through a
combination of cash on hand, commercial paper and term debt. Stockholders affiliated with the
Swartz family have agreed to act by written consent to approve the transaction on July 26, 2011 if
the merger agreement has not been terminated by then. The merger agreement provides Timberland with
a customary right, after complying with certain notice and other conditions, to terminate the
merger agreement to accept a superior proposal prior to receipt of stockholder approval on July 26,
2011.
Webcast Information
VF and Timberland will host a joint webcast presentation and conference call to discuss the
proposed transaction today at 8:30 a.m. ET. Interested parties should call 1-800-967-7135 domestic,
or 1-719-457-2631 international, to access the call. The call and presentation will also be
available through a live Internet broadcast at www.vfc.com and www.timberland.com. A replay will be
available through June 20, 2011 and can be accessed by dialing 1-877-870-5176 domestic, and
1-858-384-5517 international. The pass code is 8966811. A replay also can be accessed at both
VFs and Timberlands web sites.
About VF Corporation
VF Corporation is a global leader in branded lifestyle apparel with more than 30 brands, including
Wrangler®, The North Face®, Lee®, Vans®, Nautica®, 7 For All Mankind®,
Eagle Creek®, Eastpak®,
Ella Moss®, JanSport®, lucy®, John Varvatos®, Kipling®, Majestic®,
Napapijri®, Red Kap®, Reef®,
Riders® and Splendid®. VF Corporations press releases, annual report and other
information can be accessed through the Companys home page, www.vfc.com.
About Timberland
Timberland (NYSE: TBL) is a global leader in the design, engineering and marketing of
premium-quality footwear, apparel and accessories for consumers who value the outdoors and their
time in it. Timberland markets products under the Timberland®, Timberland PRO®, Mountain
Athletics®, SmartWool®, Timberland Boot Company® and howies® brands, all of which offer quality
workmanship and detailing and are built to withstand the elements of nature. The companys products
can be found in leading department and specialty stores as well as Timberland® retail stores
throughout North America, Europe, Asia, Latin America, South Africa and the Middle East.
Timberlands dedication to making quality products is matched by the companys commitment to doing
well and doing good forging powerful partnerships among employees, consumers and service
partners to transform the communities in which they live and work. To learn more about Timberland,
please visit www.timberland.com.
Certain Additional Information
Investors and security holders are urged to read the current reports on Form 8-K to be filed by
each of VF and Timberland on June 13, 2011 regarding the transaction, the information statement of
Timberland and any other relevant documents filed by Timberland with the SEC when they become
available, as well as any amendments or supplements to those documents, because they will contain
important information. The definitive information statement will be mailed to Timberland security
holders. Investors and security holders may obtain a free copy of documents filed with the SEC at
the SECs Internet web site at (www.sec.gov). Such documents may also be obtained free of charge
from Timberland by directing such request to: The Timberland Company, 200 Domain Drive, Stratham,
New Hampshire, 03885, Attn: General Counsel or by calling (603) 773-1204.
Statement on Forward Looking Statements
Certain statements either contained in or incorporated by reference into this document and oral
statements made from time to time by representatives of VF or Timberland are forward-looking
statements that involve risks and uncertainty. Future events regarding the proposed transactions
and both Timberlands and VFs actual results could differ materially from the forward-looking
statements. These forward-looking statements include, but are not limited to, statements regarding
the combined companies plans following, and the expected completion of, the proposed acquisition
and the expectation that the acquisition will be accretive to earnings. These forward-looking
statements involve certain risks and uncertainties that could cause actual results and the timing
of events to differ materially from those indicated in such forward-looking statements and
generally include statements that are predictive in nature and depend upon or refer to future
events or conditions. Risks and uncertainties include the ability of Timberland and VF to complete
the transactions contemplated by the merger agreement, including the parties abilities to satisfy
the conditions to the consummation of the proposed acquisition; the possibility of any termination
of the merger agreement; the timing of the merger; the possibility that various other conditions to
the consummation of the merger may not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the consummation of the merger; the combined
companys ability to achieve the value creation contemplated by the proposed merger; the combined
companys ability to effectively integrate the businesses of Timberland and VF; the diversion of
management time on merger-related issues; other uncertainties pertaining to the business of
Timberland or VF; further softening of the retail environment, sales of our products by key
retailers, changes in fashion trends and consumer preferences, general economic conditions,
including the continuing global economic uncertainty, the
impact of sourcing costs; and additional factors detailed in (i) Timberlands public filings with
the SEC from time to time, including Timberlands most recent Annual Report on Form 10-K for the
year ended December 31, 2010, Quarterly Reports on Form 10-Q and its subsequently filed SEC
reports, each as filed with the SEC, and (ii) VFs public filings with the SEC from time to time,
including VFs most recent Annual Report on Form 10-K for the year ended January 1, 2011, Quarterly
Reports on Form 10-Q and its subsequently filed SEC reports, each as filed with the SEC, in each
case, which contains and identifies important factors that could cause actual results to differ
materially from those contained in the forward-looking statements. The reader is cautioned not to
unduly rely on these forward-looking statements. Timberland and VF expressly disclaim any intent or
obligation to update or revise publicly any forward-looking statements except as required by law.
Contacts:
|
For VF Corporation | For The Timberland Company: | ||
Investors: | Investors: | |||
Cindy Knoebel, CFA | Kristyn Van Ostern | |||
Vice President, Corporate Relations | Manager of Investor Relations | |||
VF Services | (603) 773-1665 | |||
(336) 424-6189/(212) 841-7141 | ||||
Media: | Media: | |||
Craig Hodges | Robin Giampa | |||
Vice President | Director of Corporate Communications | |||
Edelman/Atlanta | (603) 773-1174 | |||
(404) 460-4698 |
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