13.04.2007 06:00:00
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Polo Ralph Lauren Announces Tender Offer to Acquire Impact 21, its Japanese Men's, Women's and Jeans Apparel and Accessories Licensee
Polo Ralph Lauren Corporation (NYSE: RL) today announced its intent to
commence a tender offer to acquire the approximately 80% of the
outstanding shares of Impact 21 Co., (TSE: 9944), its Japanese
sub-licensee for men’s, women’s
and jeans apparel, and accessories, that it does not currently own. The
offer for 2,600 Yen per share, (approximately $22 per share) in cash is
supported by the Board of Impact 21 Co., and is also supported by Onward
Kashiyama Co., Ltd., which together with its affiliates, is the single
largest shareholder in Impact 21. Onward Kashiyama has agreed to tender
all of its and its affiliates shares in Impact 21 in conjunction with
this offer. The purchase price represents a 19% premium to Impact 21’s
closing stock price of 2,190 yen as of April 12, 2007.
Polo Ralph Lauren also announced that it has entered into an agreement
to purchase the remaining 50% interest in its Japanese Master Licensee,
Polo Ralph Lauren Japan, held by Onward Kashiyama and others, for 2.7
billion yen, (approximately $23 million.) The acquisition of Polo Ralph
Lauren Japan would be consummated upon the successful completion of the
tender offer, thereby making Polo Ralph Lauren Japan a wholly-owned
subsidiary of Polo Ralph Lauren Corporation.
"Today’s
announcement represents a significant development in our global business,”
said Ralph Lauren, Chairman and CEO of Polo Ralph Lauren. "We
are extremely grateful to both Onward Kashiyama and Impact 21 for their
collaboration in helping to establish Polo Ralph Lauren as a significant
brand in the important Japanese market. For nearly 30 years the Japanese
customer has responded well to our extensive range of products. With
that foundation, and with the opening of our Tokyo flagship store last
year, we have been able to expand the assortment of our luxury products
and show the Japanese customer the diversity, breadth and excitement of
the brand.” "Japan is our second largest country in terms
of sales of our products after the United States and, upon the
successful completion of these transactions, we intend to enhance our
presence in major department stores, expand our portfolio of Ralph
Lauren stores and further build the infrastructure to support a growing
business,” said Roger Farah, Polo Ralph
Lauren President and COO. "We will look to
reinforce the brand’s image and elevate the
distribution in Japan to better align with our business globally.” "This is an exciting time for Impact 21 as we
become part of one of the most recognized brands in the world. We look
forward to working closely with Polo Ralph Lauren as we strive to meet
the needs of our customers, and support the company's future growth in
Japan,” said Tadao Enomoto, President and
Representative Director of Impact 21. "Our
board of directors is in full support of this tender offer.” History
Polo Ralph Lauren has been an important part of the Japanese apparel
landscape since 1978, when it entered into a Master Licensing agreement
with Seibu Department Stores. Under that agreement, Seibu owned 100% of
the Master License which controlled a series of sub-licensees that
distributed the Polo Ralph Lauren brand to department stores in Japan.
In 2003, Polo Ralph Lauren acquired a 50% controlling interest in its
Master Licensee, Polo Ralph Lauren Japan, which became a Polo Ralph
Lauren consolidated 50% owned joint venture with Onward Kashiyama. In
addition, Polo Ralph Lauren acquired a 20% interest in Impact 21, its
largest sub-licensee, with sales of approximately $263 million. Impact
21 is responsible for selling men’s, women’s
and jeans apparel and accessories to department stores in Japan.
Currently Onward Kashiyama and its affiliates hold 41% of Impact 21,
Polo Ralph Lauren holds approximately 20%, and the remainder is publicly
traded.
Tender Offer
The tender offer for Impact 21’s outstanding
shares will commence on April 17, 2007 and is open through May 21, 2007.
The offer is conditional upon Polo Ralph Lauren achieving a minimum
ownership threshold of 66.67% of the outstanding shares of Impact 21.
Upon the successful completion of the tender, together with the Master
Licensee acquisition, the gross total transaction amount is estimated to
be approximately $370 million, and the net amount of funding required by
Polo Ralph Lauren will be approximately $150 million.
Investor Conference Call
Today, Friday, April 13, 2007, at 9:00 A.M. Eastern, Polo Ralph Lauren
will host a conference call regarding this announcement for analysts,
investors, and other interested parties.
Listeners may access a live broadcast of the conference call on the
Company's investor relations website at http://investor.polo.com
or by dialing 1-719-457-2637. To access the conference call, listeners
should dial in by 8:45 A.M. Eastern and request to be connected to the
Polo Ralph Lauren Announcement conference call.
An online archive of the broadcast will be available by accessing the
Company's investor relations website at http://investor.polo.com.
A telephone replay of the call will be available from 11:00 A.M.
Eastern, Friday, April 13, 2007, through 11:00 P.M. Eastern, Wednesday,
April 18, 2007 by dialing 1-719-457-0820 and entering passcode 9743973.
About Polo Ralph Lauren
Polo Ralph Lauren Corporation (NYSE: RL) is a leader in the design,
marketing and distribution of premium lifestyle products in four
categories: apparel, home, accessories and fragrances. For nearly 40
years, Polo Ralph Lauren’s reputation and
distinctive image have been consistently developed across an expanding
number of products, brands and international markets. The Company's
brand names, which include Polo by Ralph Lauren, Ralph Lauren Purple
Label, Ralph Lauren, Black Label, Blue Label, Lauren by Ralph Lauren,
RRL, RLX, Rugby, RL Childrenswear, Chaps and Club Monaco, constitute one
of the world's most widely recognized families of consumer brands.
For more information, go to http://investor.polo.com.
Forward-looking statement
Certain statements in this document are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act.
These statements are based on management's current expectations and are
subject to uncertainty and changes in circumstances. Actual results may
differ materially from those included in these statements due to a
variety of factors including Polo Ralph Lauren’s
ability to consummate the transactions described in this document and
Polo Ralph Lauren’s ability to manage its
business in Japan directly. More information about these and additional
factors is contained in Polo Ralph Lauren’s
filings with the Securities and Exchange Commission. This press release
does not constitute, or form part of, any offer or invitation to sell,
or any solicitation of any offer to purchase any securities in any
jurisdiction in which it would illegal to make any such offer,
invitation to sell or solicitation, nor shall it (or any part of it) or
the fact of its distribution form the basis of or be relied on in
connection with, any contract therefore. The release, publication or
distribution of this press release in certain jurisdictions may be
restricted by law and therefore persons in such jurisdictions into which
this press release is released, published or distributed should inform
themselves about and observe such restrictions. Receipt of this press
release will not constitute an offer in those jurisdictions in which it
would be illegal to make the Offer and in such circumstances it will be
deemed to have been sent for information purposes only.
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