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B$Z: VF Corp. to Acquire The Timberland Co. in $2B Deal

June 13, 2011

VF Corp. to Acquire The Timberland Co. in $2B Deal
By: SportsOneSource Media    

VF Corporation and The Timberland Company today jointly announced that they have signed a definitive merger agreement. VF will pay Timberland shareholders $43 per share, representing a total enterprise value of approximately $2 billion net of cash acquired. The merger agreement was unanimously approved by both companies’ boards of directors.

Timberland is a global footwear and apparel company with expected 2011 revenues of $1.6 billion, over half of which are generated internationally.

“The Timberland® brand is synonymous with high quality outdoor footwear and apparel," said Eric Wiseman, Chairman and Chief Executive Officer of VF Corporation. "We believe the unique rugged outdoor positioning of the Timberland brand will perfectly complement the premium, technical positioning of The North Face brand, while the Smartwool brand will provide us with a leadership position in a new category. This acquisition will continue the transformation of VF’s portfolio, propelling VF’s Outdoor & Action Sports businesses to 50% of total revenues." He continued, "This will be a winning combination, leveraging VF's international and direct-to-consumer platforms to drive growth in the Timberland and Smartwool brands globally. At the same time, VF will benefit from Timberland's rugged outdoor footwear expertise, international penetration in markets such as Japan, and leadership position in sustainability."

“Timberland is proud of its rich heritage, its track record of success and its reputation as a responsible and environmentally-conscious global citizen, all of which will be preserved and enhanced by becoming part of the VF family of brands,” said Jeffrey Swartz, president and CEO of Timberland. “VF is known for its ability to acquire and grow authentic outdoor brands, while protecting a brand's unique culture and DNA.”

VF is confident in its ability to maintain Timberland's momentum by adding Timberland’s strong brands to its powerful portfolio of outdoor and action sports brands, which include The North Face, Vans, JanSport, Reef, lucy, Eastpak, Napapijri and Eagle Creek.

VF is targeting 10% annual revenue growth for Timberland through:

- Leveraging VF’s established international platforms in Europe, Asia and Latin America
- Leveraging VF’s direct-to-consumer platform, consisting of a global base of retail stores and rapidly growing e-commerce business
- Enhancing the Timberland and Smartwool brands' apparel offerings - Aggressively growing the women's footwear and apparel business

In addition, VF believes it can substantially increase Timberland's profitability through:

- Expense management to improve SG&A ratios;
- Supply chain capabilities to reduce sourcing costs;
- Operating disciplines of VF's highly profitable international and direct-to-consumer businesses.

“We look forward to working with Jeff and Timberland’s strong team of leaders as we build our plans for the future together,” concluded Mr. Wiseman.

The acquisition, which is expected to close in the third quarter, should add approximately $700 million to VF’s 2011 revenues. It is also expected to be accretive to VF's earnings per share, by 25 cents in 2011 and by 75 cents in 2012, inclusive of deal costs and other acquisition related expenses in both periods. Excluding these expenses, EPS accretion would be approximately $.45 in 2011 and $.90 in 2012. Timberland will become part of VF’s Outdoor & Action Sports coalition and will remain headquartered in Stratham, New Hampshire.

The transaction is subject to customary conditions, including receipt of Timberland stockholder approval and applicable regulatory approvals. VF plans to finance the transaction through a combination of cash on hand, commercial paper and term debt. Stockholders affiliated with the Swartz family have agreed to act by written consent to approve the transaction on July 26, 2011 if the merger agreement has not been terminated by then. The merger agreement provides Timberland with a customary right, after complying with certain notice and other conditions, to terminate the merger agreement to accept a superior proposal prior to receipt of stockholder approval on July 26, 2011.