Lafuma Buys 63.55% Stake in Oxbow…

Last week, BOSS reported that Lafuma and Oxbow shares were suspended from trading on the Paris stock exchange pending merger negotiations (See BOSS_0519). This week, the Lafuma Group signed an agreement with Teahupoo, an investment fund acting on behalf of Oxbow's managers, to acquire the 63.55% stake in Oxbow held by Teahupoo and key managers. According to the Paris stock exchange, Teahupoo held a 51% stake in Oxbow while management held a 12% stake. The deal was advised by Argos Soditic.

Under the agreement, Lafuma will pay €10.75 ($13.77) per Oxbow share cum-dividend. This price offers a premium of nearly 10% to the latest closing price prior to suspension of trading of €9.80 ($12.55). In accordance with stock market regulations, after acquiring a majority interest in Oxbow for cash, Lafuma will file a preliminary standing offer based on a price of €10.75 per share cum-dividend. Trading in the shares of both companies will resume on May 13. The standing offer should be filed during the first two weeks of June.

As a result of this transaction, Lafuma will have annual sales of roughly €245 million ($315 mm), based on 2004 year-end results. The company stated that it will have “substantial market shares” in the outdoor mass market through its Lafuma brand, in the board-riding market through the Oxbow brand, in mountaineering through its Millet brand, and “country-wear” through the Le Chameau brand.

The Group expects to expand Oxbow’s distribution geographically wherever Lafuma has an infrastructure in place, especially in Asia but also in North America. Lafuma also expects to be able to expand both companies’ product lines and the textile sales volumes would increase by over 30% giving the combined company better buying power with its sourcing partners.

Lafuma Buys 63.55% Stake in Oxbow

On May 12, the Lafuma group signed an agreement with Teahupoo, an investment funds subsidiary advised by Argos Soditic and acting on behalf of Oxbow's managers, to acquire the 63.55% stake in Oxbow held by the Teahupoo's key managers.

This acquisition would enable Lafuma to round out its multi-pronged outdoor offering by creating a fourth ‘Boardriding' division.

As a result of this transaction, Lafuma stated that it will become the leader in the European outdoor goods market, with sales of €250 million and substantial market shares in each of its four business lines: outdoor mass market (through Lafuma), boardriding (through Oxbow), mountaineering (through Millet) and countrywear (through Le Chameau).

Synergies are expected in three key areas:

  • International markets, where Lafuma's strong foothold would provide Oxbow with new growth drivers, especially in Asia ;
  • Lafuma and Oxbow product lines, which would both expand as a result of expertise-sharing between the two companies;
  • Sourcing and production, as textile sales volumes for the newly-formed group would increase by over 30%.

This transaction is still subject to various conditions, including the outcome of an audit on the financial statements for the periods ended 31 December 2004 and 30 April 2005.

Under the agreement signed today, the deal would be based on a non-adjustable price of €10.75 per Oxbow share cum-dividend. This price offers a premium of nearly 10% to the latest closing price prior to suspension of trading (€9.80); 13% to the one-month average share price (€9.53 according to Fininfo); and 25% to the IPO price on 7 July 2004 (€8.60).

In accordance with stock market regulations, after acquiring a majority interest in Oxbow for cash, Lafuma will file a preliminary standing offer based on a price of €10.75 per share cum-dividend (i.e. the dividend of €0.14 per share proposed at the Shareholders' Meeting and payable after 15 September 2005 ).

Trading in the shares of both companies will resume on 13 May. The standing offer should be filed during the first two weeks of June. Prior to this date, the parties who signed the shareholders' agreement are due to add an amendment cancelling the lock-up clause governing their shares.

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