Tom Tailor Holding AG said it has entered into a definite agreement with Bonita International GmbH & Co. KG, a wholly owned subsidiary of the non-profit foundation Versorgungs- und Forderungsstiftung, Vaduz/Liechtenstein, to acquire a 100% stake in Bonita.
Bonita, German fashion retailers, currently operates more than 960 of its stores under the brands Bonita and Bonita men and has around 4,500 employees.
Tom Tailor said itplans to operate Bonita as an independent brand within the Group. Following the acquisition, Tom Tailor Holding AG will operate more than 1,350 own retail stores, predominantly in its core markets Germany, Austria, Switzerland and the Benelux countries, and have over 6,100 employees. In 2011, the new Group would have generated pro-forma sales of EUR 790 million and adjusted EBITDA of EUR 108 million.
Bonita plans to open around 50 new stores, primarily in Germany, Austria and Switzerland, in the current financial year which runs until the end of February 2013. Bonita also operates in the Benelux countries and, like Tom Tailor, recently opened its first stores in Poland.
Purchase Price to be paid with a Combination of Cash and Shares.
Tom Tailor will pay part of the purchase price in the form of a EUR 150 million cash consideration. The seller will also receive about EUR 6 million new Tom Tailor shares from a capital increase in kind from authorised capital and, as a result, will participate in the future value creation of the company.
In addition, subject to a positive capital market environment, Tom Tailor plans to make a cash capital increase, excluding subscription rights, of approximately 1.65 million new shares. Following the completion of this transaction, the seller will hold a 24.9% stake in Tom Tailor and will not exceed this threshold in the long term.
The new Tom Tailor shares granted to Versorgungs- und Forderungsstiftung are subject toa three-year lock-up period and can therefore not be traded in that period.
The total cash payment of EUR 150 million is funded by long-term debt. Following the acquisition, the leverage of TOM TAILOR Holding AG at year-end 2012 will not exceed 2.5 times the combined EBITDA.
The transaction is subject to the approval of antitrust authorities and is expected to be completed in August 2012.
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by RTT Staff Writer
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