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PVH to Acquire Warnaco to Become $8 Billion Global Branded Lifestyle Apparel Company
PVH Corp. and The Warnaco Group, Inc. today announced that they have entered into a definitive merger agreement pursuant to which PVH will acquire Warnaco and holders of Warnaco common stock will receive $51.75 in cash and .1822 of a share of PVH common stock for each share of Warnaco common stock. The transaction values Warnaco at approximately $2.9 billion.
“This is a unique opportunity to reunite the ‘House of Calvin Klein’ and reinforces our strategy to drive the global growth of Calvin Klein,” said Emanuel Chirico, Chairman and Chief Executive Officer of PVH. “Having direct global control of the two largest apparel categories for Calvin Klein – jeans and underwear – will allow us to unlock additional growth potential of this powerful designer brand across all major product categories, geographies and distribution channels. The Warnaco Calvin Klein businesses will be moved onto our Calvin Klein platform under the leadership of Tom Murry, President & Chief Executive Officer, Calvin Klein, to ensure a single brand vision globally.”
Helen McCluskey, President
and Chief Executive Officer of Warnaco, said, “This transaction delivers compelling value to our stockholders and significant benefits for the combined company. We are proud of what we have accomplished, driving growth and profitability and increasing our share price by roughly 500% since our restructuring in 2003. Our team has built a strong global infrastructure, expanded our
direct-to-consumer
footprint and created a solid foundation for long-term growth. We look forward to the opportunities this combination brings to the continued success of Calvin Klein Jeans and Calvin Klein Underwear, the increased potential for our heritage brands, and the future for our associates.”
“PVH has a proven track record of successfully integrating acquisitions. We are confident this transaction will create tremendous value
for
stockholders, as well as provide enhanced opportunities around the world for both companies’ respective associates, vendors and other business partners,” said Mr. Chirico. “We plan to align Warnaco’s established operations in Asia and Latin America with our strong operations in North America and Europe to fuel our growth
Peter J. Solomon Company is serving as lead financial advisor to PVH in connection with the acquisition and financing of the transaction and sole advisor to the PVH Board of Directors, and provided a fairness opinion to PVH. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to PVH.
Barclays, BofA Merrill Lynch and Citigroup Global Markets Inc. will arrange and lead the financing for the transaction. Barclays, BofA Merrill Lynch and Citigroup also acted as financial advisors to PVH.
J.P. Morgan is serving as exclusive financial advisor to Warnaco, and provided a fairness opinion to Warnaco. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Warnaco.
Disney To Acquire Lucasfilm Ltd.
Continuing its strategy of delivering exceptional creative content to audiences around the world, The Walt Disney Company (NYSE: DIS) has agreed to acquire Lucasfilm Ltd. in a stock and cash transaction. Lucasfilm is 100% owned by Lucasfilm Chairman and Founder, George Lucas.
Under the terms of the agreement and based on the closing price of Disney stock on October 26, 2012, the transaction value is $4.05 billion, with Disney paying approximately half of the consideration in cash and issuing approximately 40 million shares at closing. The
12
final consideration will be subject to customary post- closing balance adjustments.
sheet
"Lucasfilm reflects the extraordinary passion, vision, and storytelling of its founder, George Lucas," said Robert A. Iger, Chairman and Chief Executive Officer of The Walt Disney Company. "This transaction combines a world-class portfolio of content including Star Wars, one of the greatest family entertainment franchises of all time, with Disney's unique
and
unparalleled creativity across multiple platforms, businesses, and markets to generate
sustained growth and drive significant long-term value." Under the deal, Disney will acquire ownership of Lucasfilm, a leader in entertainment, innovation and technology, including its massively popular and "evergreen" Star Wars franchise and its operating businesses in live action film production, consumer products, animation, visual effects, and audio post production. Disney will also acquire the substantial portfolio of cutting-edge entertainment technologies that have kept audiences enthralled for many years. Lucasfilm, headquar- tered in San Francisco, operates under the names Lucasfilm
Ltd., LucasArts, Industrial Light & Magic, and Skywalker Sound, and the present intent is for Lu- casfilm employees
to
remain in their current locations.
The acquisition combines two highly compatible family
entertainment brands, and strengthens the long-standing beneficial relationship between them that already includes successful integration of Star Wars content into Disney theme parks in Anaheim, Orlando, Paris and Tokyo.
strategies for both Calvin Klein and Tommy Hilfiger. We remain firm in our belief that the strength of our brands, the sound execution of our business strategies, and our strong credit profile will continue to drive long-term growth and improvements in our financial performance and business returns in 2013 and beyond.”
Monroe Capital Corporation Closes Initial Public Offering
Monroe Capital Corporation have announced the closing of its initial public offering of 5,000,000 shares of its common stock at a public offering price of $15.00 per share, raising approximately $75 million in gross proceeds.
Theodore L. Koenig, President and Chief Executive Officer of the Company, stated, “We are extremely pleased to announce the completion of our initial public offering. Our affiliate, Monroe Capital LLC, is a leading lender to lower middle- market companies and we are excited to bring that expertise
to the management of the Company. We also look forward to creating long term value for our shareholders.”
Robert W. Baird & Co. Incorporated, William Blair & Company, L.L.C. and Janney Montgomery Scott LLC served as joint book-running managers for the initial public offering. BB&T Capital Markets, a division of Scott & Stringfellow, LLC, and Stephens Inc. served as co-lead managers, and Ladenburg Thalmann & Co. Inc. and Wunderlich Securities, Inc. served as co-managers for the initial public offering.