Eddie Bauer Holdings readies for approval of proposed sale
Eddie Bauer Holdings (Nasdaq: EBHI) said on Jan. 2 that its acquisition by two investment companies cleared government antitrust scrutiny. The waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired without a request for additional information from the U.S. Federal Trade Commission.
Under terms of the deal, a holding company owned by affiliates of Sun Capital Partners Inc. in Boca Raton, Fla., and San Francisco-based Golden Gate Capital has agreed to pay $286 million in cash, or $9.25 per share, and assume $328 million in debt to take over Eddie Bauer.
Eddie Bauer Holdings reported on Dec. 26 that it began mailing its definitive proxy statement to stockholders for approval of the proposed sale. The company has scheduled a special meeting of stockholders for Jan. 25, 2007. The company’s board of directors has unanimously determined that the Merger Agreement is advisable and is recommending that stockholders vote for the sale.
Additionally, the proxy statement said Eddie Bauer Holdings President and CEO Fabian Mansson would collect more than $2.2 million from stock payments and a bonus if the company is purchased. Mansson also would get more than $8.6 million in severance and other benefits if he resigns or is fired without cause within two years of the purchase.
In its proxy statement dated Dec. 22, the company said Mansson would get a $980,000 bonus and a $1.23 million payment for restricted stock units if the sale is completed.
If he resigns for “good reason” or is fired without cause up to two years after the sale is completed, Mansson would get a cash severance of $8.37 million, along with $180,300 in welfare and fringe benefits and a maximum of $50,000 for outplacement services.
The terms were set in Mansson’s December 2005 employment contract, the filing said.
Three of the company’s senior vice presidents also would get bonuses and stock payments if the sale is approved, and could get severance payments of between $1.2 million and $1.7 million if they leave the company, the filing said.
Wolverine declares quarterly dividend
The directors of Wolverine World Wide (NYSE: WWW), parent of Merrell, have declared a quarterly cash dividend of $.075 per share of common stock. The dividend is payable on Feb. 1, 2007, to stockholders of record on Jan. 2, 2007. The dividend is equal to the last quarterly dividend and represents a $0.30 per share annual dividend.
Separately, Chairman Timothy O’Donovan sold another round of shares, according to SEC filings. In a Form 4s filed with the SEC, O’Donovan reported selling 20,000 shares for $28.22 to $28.51 apiece. Insiders file Form 4s with the SEC to report transactions in their companies’ shares.
VF introducing more brands to India
VF Corp. (NYSE: VFC), parent of The North Face, JanSport and Eastpak, is introducing more of its brands to India, according to a report from a leading Indian business newspaper. It has recently launched its Hero brand in some retail outlets, and is preparing to launch Riders as well, the Business Standard reported.
The brands are being introduced through VF’s Indian joint venture, VF Arvind Brands, which the company owns a 60 percent stake in. The venture aims to have $45 million in sales for the current year. Though India is a poor nation, it still has a very large and growing middle class, and is one of the largest emerging markets in the world.
Other VF brands, including Wrangler, Lee, JanSport, Kipling and Nautica, already are sold in India through retail outlets. VF plans to bring more of its brands to India over the next few years.
Amer Sports exercise of 2002 and 2003 warrants, offers 2004 stock options
A total of 49,170 Amer Sports’ shares have been subscribed for as a result of an exercise of its 2002 warrants and 1,494 shares as a result of an exercise of its 2003 warrants. The corresponding increase in the company’s share capital amounting to Euro 202,656 (USD $267,561) was registered Dec. 19, 2006.
As a result of this increase, Amer Sports’ share capital now totals Euro 286.7 million (USD $378.6 million) and the total number of shares in issue is 71,697,624. Shareholder rights commence from the registration date Dec. 19. The new shares were listed on the Helsinki Exchanges on Dec. 20.
Additionally, the stock options related to the year 2004 stock option arrangement for Amer Sports’ key staff will be subject to trading on the Helsinki Stock Exchange main list as of Jan. 2, 2007. The total number of stock options is 361,650. Each stock option entitles the holder of the stock option to subscribe for three shares of Amer Sports with an accounting par value of Euro 4 (USD $5.28) per share. The subscription price for stock options is Euro 13.53 (USD $17.86) per share. The share subscription period for stock options began on Jan. 1, 2007, and it will end on Dec. 31, 2009.
As a result of the subscriptions, the number of shares of Amer Sports can increase by a maximum of 1,084,950 new shares and the share capital can increase by a maximum of Euro 4.33 million (USD $5.72 million).
Amer Sports’ brands include Salomon, Wilson, Precor, Atomic and Suunto.
(Conversion of Euros into U.S. dollars is for information only, is not necessarily relative to earnings, and is based on the currency rate as of Dec. 20.)
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