The offer price is a 49 percent premium to K-Swiss' closing stock price of $3.19 Wednesday on the over-the-counter market.
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 percent premium over the closing price for a share of Class A common stock on the NASDAQ Stock Market on Jan.16, 2013, and a 62 percent 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 Jan. 16, 2013.
“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,” said Steven Nichols, chairman of the board and president of K-Swiss. “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 percent 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 percent 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.
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.
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 $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.
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