Jarden Corporation and K2 Inc. have signed a definitive merger agreement pursuant to which Jarden will acquire K2. Under the terms of the agreement, Jarden will pay $10.85 per share of K2 common stock in cash and will issue 0.1086 of a share of Jarden common stock for each share of K2 common stock outstanding as of the closing. The cash and Jarden stock to be issued in the transaction has a combined value of approximately $15.50 per K2 share.
The total enterprise value of the transaction, including the assumption or repayment of indebtedness, is approximately $1.2 billion. The transaction is expected to be accretive to Jarden's earnings and to close early in the third quarter of this year.
K2's presence in the specialty and multi-store sporting goods, marine, and outdoor retail channels and proven international presence, combined with its focus on new product introductions and market innovations, should provide Jarden with significant growth opportunities and the ability to expand into adjacent markets. K2's primary business lines would be reported through Jarden's Outdoor Solutions segment upon closing of the transaction.
Commenting on the transaction, Martin E. Franklin, Jarden's chairman and CEO, said, “We are enormously excited about today's announcement as it marks another important step in our planned and disciplined growth strategy as a world class, diversified, niche oriented consumer products company. Adding K2's broad portfolio of leading brands to our portfolio would create cross selling opportunities both domestically and internationally, would expand our presence in specialty channels, would further diversify our products, revenues and earnings, and would create additional scale to leverage in our supply chain, distribution, manufacturing and sourcing networks.”
Richard J. Heckmann, K2's executive chairman of the board, said, “We believe that Jarden is the perfect strategic partner for us. Combining our world-renowned brands with Jarden's scale and innovative resources should bring tremendous value to our employees, retail partners and customers. I am extremely proud of our employees' accomplishments over the last five years, and I am excited about the road ahead for K2 as part of the Jarden family.”
Mr. Franklin concluded, “We believe the timing is ideal to make this acquisition. We have spent the last two years successfully integrating American Household and we believe that we now have the appropriate resources in place around the world to focus on delivering results from this combination. We feel that K2 is well positioned to continue its growth and that it will benefit from the leverage of our combined resources to deliver strong financial performance. I have been impressed by the many people I have met at K2 from around the world and I look forward to welcoming the K2 team to Jarden. We have always said that Jarden's most important assets are our employees, and our commitment to them, in addition to our customers and stockholders, will continue to guide our company.”
The board of directors for both companies have unanimously approved the transaction, which is expected to close during the third quarter of 2007, subject to Hart-Scott-Rodino approval, the approval of K2's stockholders and other customary closing conditions.
