Outdoor financials: Quiksilver to buy Rossignol Group, plus Johnson Outdoors, Backcountry.com, Sears/Lands' End

Quiksilver to buy Rossignol Group
After months of speculation, Quiksilver (NYSE: ZQK) took the plunge and is buying Rossignol Group SA (SKIR.PA on Eurolist by Euronext), which has a portfolio that includes Rossignol, Dynastar, Lange and Look in winter sports, and Cleveland Golf.

Quiksilver will purchase a majority holding of the Rossignol Group controlled by Laurent Boix-Vives, chairman of the board of Skis Rossignol SA, and launch a public tender offer for the minority shares at $25.50 per share (Euro 19.00 per share), which equates to a purchase price of approximately $320 million for 100 percent of the shares. The purchase of the majority holding will be paid for with approximately 30 percent in shares of Quiksilver and 70 percent in cash, a portion of which will be deferred, while the minority holding will be purchased for 100 percent cash. It will also assume about $160 million in Rossignol debt.

Headquartered in Voiron, France, the Rossignol Group achieved total sales of $625 million for the 12 months ended Sept. 30, 2004. Quiksilver reported revenues of $1.3 billion for its fiscal year ended Oct. 31, 2004. Quiksilver said in a statement that it believes the acquisition will be accretive by between $0.04 and $0.06 to earnings per share in the current fiscal year.

Robert B. McKnight Jr., chairman and CEO of Quiksilver, said in a statement, “Joining forces with Rossignol allows us to create the number one outdoor sports lifestyle company in the world. Just as Quiksilver is the leader in boardsports, Rossignol leads the winter sports market, and Cleveland is a powerful force in golf. Rossignol’s strong stable of brands is a perfect complement to our portfolio. Furthermore, we both share the same values, culture and philosophies, making this combination that much more compelling. Many opportunities lie ahead, and we look forward to capitalizing on the tremendous synergies that come from this partnership.”

Boix-Vives will have a key advisory role with both Quiksilver and Cleveland Golf. And, the Boix-Vives family will retain a portion of its direct ownership — 35 percent — in Cleveland Golf for at least four-and-a-half years. The acquisition is subject to customary regulatory approvals in France and has been submitted for review. The transaction is expected to close during Quiksilver’s third quarter.

After the announcement, Quiksilver saw its shares slide down 10.4 percent, or $3.46, to close at $29.74 on the New York Stock Exchange. Analysts said Quiksilver is taking a gamble in the slow-growth ski arena. In recent reports, McKnight attributed the share slide to hesitation about the pace of growth in the ski industry, adding that he had confidence in the Rossignol business.

Quiksilver said it initially plans to build up Rossignol in the softgoods arena and make more outerwear — jackets, ski pants and sweaters — for men and women featuring the Rossignol name. Down the road, it plans to introduce technical mountainwear.

Two days after the purchase was announced, Quiksilver said its board had approved a 2-for-1 stock split of the company’s common shares, subject to stockholder approval. The additional shares will be distributed on May 11 to shareholders of record as of April 27. The company currently has about 59 million common shares outstanding.

Johnson Outdoors’ shareholders rebuff its bid to go private
On March 22, the votes were cast and the results were in: Johnson Outdoors (Nasdaq: JOUT) will remain a publicly traded company.

Originally, the polls were to remain open until 12:30 p.m. CST that day, with a statement from Chairman and CEO Helen Johnson-Leipold saying, “On behalf of the buy-out group, I want to reiterate that the Johnson family will not proceed with the transaction at a price in excess of $20.10 per share — this is our best and final offer.” Johnson’s board also unanimously recommended that shareholders vote for the merger. Later that day, Johnson Outdoors extended the polling hours to 4 p.m. CST.

Approval of the merger agreement required, among other required votes, the affirmative vote of 66-2/3 percent of the shareholders. Votes for members of the buy-out group and their affiliates or associates were not included in the mix.

After the vote, Johnson Outdoors said the offer was supported by its longstanding shareholders, but not by institutions that had recently become stockholders.

“While the outcome of today’s vote isn’t what we had hoped for, I want to thank all of our shareholders who supported this merger and reaffirm my strong commitment to Johnson Outdoors and its future,” Johnson-Leipold said in a statement.

Johnson Outdoors shares fell 5 cents, closing at $20.  

Backcountry.com reports 84 percent increase in ’04 sales
For the FY 2004, Backcountry.com reported an 84 percent year-over-year increase on sales of more than $27 million. The company has had record-setting triple-digit growth for the past seven years, it added. “While we are not releasing any 2005 numbers yet, two months into the year it certainly looks like we’re back to our old form,” said John Bresee, Backcountry.com president and co-founder. “January and February we’re blockbuster months for us. Growing a business quickly is a humbling experience. We get a lot right, but we also get a lot wrong. 2004 was our biggest year for learning, if not for growth.”

New Sears Holding’s Lampert says Lands’ End not for sale
Following the approval by shareholders to merge Sears, Roebuck & Co. and Kmart Holding Corp. on March 24, Edward Lampert, who will head the newly anointed Sears Holding Co., denied that the Lands’ End catalog division was on the block. “Lands’ End is not for sale,” Lampert said at a news conference following shareholder meetings at which the merger deal was approved. Sears bought the catalog apparel retailer for $1.9 billion in 2002, and has had inconsistent results with the brand. “It’s a silly notion to buy a business two years ago and then sell it for a fraction of the price,” Lampert said in a recent Wall Street Journal article. “Lands’ End is a great American brand.” Citing financial sources in the mergers and acquisitions community, the Women’s Wear Daily had reported last week in its online edition that Sears had put a price of $1.2 billion on Lands’ End in presentations to a few select companies.

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