(Filed Under Financial and General Interest News). HanesBrands announced today that it “has entered into a definitive agreement to acquire Maidenform Brands” in a transaction valued at approximately $575 million on an enterprise-value basis,” or “$23.50 per share, a 30 percent premium to Maidenform’s average closing price over the past 30 days.”
After the transaction closes Hanes said its “pro forma projected annual revenue would be more than $5 billion.”
According to Hanes, “The all-cash transaction is expected to be accretive to earnings per share in the first 12 months after closing and is projected to deliver full benefits within three years of more than $500 million in incremental annual sales, $0.60 in EPS, $80 million of operating profit, and $65 million of free cash flow.”
Hanes added that the transaction “ has been unanimously approved by the boards of directors of both companies. The acquisition, which is subject to Maidenform shareholder approval, regulatory approval and other customary closing conditions, is expected to close in the fourth quarter of 2013.”
“We look forward to adding Maidenform’s exciting brands and deep product expertise,” Hanes chairman and CEO Richard Noll said. “This business is a natural fit into our core business and meets all of our acquisition criteria. We continue to use our free cash flow to create shareholder value, including paying quarterly cash dividends, reducing debt, and making smart, accretive acquisitions.”
According to the Hanes, “The acquisition is expected to create growth and cost savings opportunities and increased scale to serve retailers. The acquisition will complement Hanes’ Innovate-to-Elevate strategy, which integrates the company’s world-class brands, low-cost supply chain and product innovation. Maidenform sources all of its products from third-party manufacturers, while Hanes has company-owned global manufacturing supplemented by third-party manufacturing. Hanes expects to leverage its low-cost supply chain to maximize the value of Maidenform to retailers and consumers.”
In describing some of the motivation for the acquisition, Hanes explained that “Maidenform has a great average-figure bra business that complements Hanes’ full-figure bra business. Maidenform is also recognized for its shapewear, while Hanes has an established panty business. The combination presents long-term growth opportunities by combining the respective strengths and capabilities of the portfolios and cross-introducing new products.”
Maidenform’s brands include Flexees, Lilyette, Self Expressions and Sweet Nothings and, under license, Donna Karan and DKNY. According to Hanes, “in 2012, 57 percent of the Maidenform’s revenue was generated by bra sales and 35 percent by shapewear sales. Approximately 90 percent of sales were in the United States.”
Hanes sells intimate apparel under such brands as Playtex, Bali, Just My Size, Hanes, Barely There, Wonderbra, Champion, L’eggs, and, also under license, Donna Karan and DKNY.
Noll said of the deal, “We are looking forward to Maidenform joining the Hanes family. Maidenform has great brands that consumers trust. Combining the complementary strengths of both companies creates a lot of growth opportunities.”
According to the announcement, “Hanes intends to fund the acquisition with cash on hand and short-term borrowings on its revolving credit facility, which will be retired through free cash flow. The company has completed an amendment to its revolver that decreases borrowing costs by 25 basis points and increases the borrowing limit to $1.1 billion.” Goldman, Sachs & Co. is serving as exclusive financial advisor to Hanes.
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