Samsonite has entered into a definitive
agreement to acquire Tumi for US$26.75 per share in an all cash
transaction, valuing Tumi at an equity value of US$1.8 billion.
Founded in 1975, Tumi is a global brand offering
a comprehensive line of business bags, travel luggage and
accessories. Its products range from the iconic black ballistic
business cases and travel luggage synonymous with the modern
business professional, to travel accessories, women's bags and
outdoor apparel.
For the year ended 31 December 2015, Tumi's net
sales were US$548 million, representing a year-on-year increase of
4%. North America accounted for 68% of Tumi's 2015 net sales, with
Asia Pacific accounting for 17%, Europe, the Middle East and Africa
accounting for 14% and Latin America accounting for the remaining
1%.
Tumi has historically achieved strong growth in net sales,
with a CAGR of 17% from 2010 to 2015 and highly attractive EBITDA
margins of over 20% during the same period.
Tumi Chief Executive Officer Jerome Griffith
said, "This is an exciting day for Tumi and all the travelers
around the world who count on us. The team at Samsonite has a long
and successful track record when it comes to acquisitions and we
know they will be excellent stewards of the Tumi brand. Samsonite
will bring Tumi to new and growing markets, while still
maintaining the high quality Tumi is known for. This is a
compelling transaction that delivers substantial and immediate
cash value to our shareholders. Further, we are excited for our
employees to benefit from opportunities presented by being part of
a larger and more diversified global company. Samsonite has
successfully grown many unique brands and we look forward to the
next chapter in Tumi's great history as part of the Samsonite
family."
Under the terms of the transaction, Tumi
shareholders will receive US$26.75 in cash for each share they
own. The transaction values Tumi at an equity valuation of
approximately US$1.8 billion. This represents a 13.6x multiple of
enterprise value to Tumi's Adjusted EBITDA for the last twelve
months ended 31 December 2015 and a premium of approximately 38%
to Tumi's volume weighted average price of US$19.34 for the five
days up to and including 2 March 2016, the last trading day prior
to market rumors.
Samsonite intends to fund the transaction
through committed bank financing. In connection with the
transaction, Morgan Stanley, HSBC, SunTrust and MUFJ have arranged
the committed financing.
The transaction has been unanimously approved by
the Boards of Directors of both companies and is expected to close
in the second half of 2016, subject to the receipt of approvals by
Samsonite and Tumi shareholders, the receipt of required
regulatory approvals and the satisfaction of other customary
closing conditions.
The combined company will continue to be listed
on the Main Board of The Stock Exchange of Hong Kong Limited.
"This is a transformational acquisition for
Samsonite. It will meaningfully expand our presence in the highly
attractive premium segment of the global business bags, travel
luggage and accessories market," said Ramesh Tainwala, Chief
Executive Officer of Samsonite. "Tumi is a perfect strategic fit
for our business. The brand is beloved by millions of loyal
customers for its high quality and durable premium business and
luggage products. We are excited about the tremendous
opportunities this combination provides us to further diversify
our product and customer portfolios. In particular, we will expand
Tumi's presence in Asia and Europe, while strengthening its
business in North America, by leveraging our expertise in global
distribution, sourcing, product design and technical innovation,
especially in the area of lightweight hardside luggage."
Morgan Stanley Asia Limited acted as financial
advisor to Samsonite. Cleary Gottlieb Steen & Hamilton LLP, Ropes
& Gray LLP and Freshfields Bruckhaus Deringer acted as legal
counsel to Samsonite. Goldman, Sachs & Co. acted as financial
advisor to Tumi in connection with the transaction, while Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal counsel.
See other recent
news regarding:
Samsonite,
Tumi,
Luggage,
Baggage
|