Quiksilver has announced that it has signed a definitive agreement to merge with Ug Manufacturing Co. Pty. Ltd., the company’s licensee in Australia, and Quiksilver Japan K.K., in a cash and stock deal valued at $93 million.
The principals in the transaction will also be entitled to receive future payments from zero to $18 million if sales and earnings targets are achieved during the three years following the closing of the transaction. Salomon Smith Barney acted as advisor to Quiksilver, Inc. in this transaction. This deal positions the company as a cohesive, unified global operating entity with world-wide control over its brands, products, distribution and advertising. At the same time, it provides opportunities for global synergies in operations and sourcing.
Robert McKnight, Chairman and Chief Executive Officer of Quiksilver, Inc, said, “With this merger, we have begun to write a new, exciting chapter in the history of Quiksilver. When we acquired Quiksilver International, the owner of the worldwide trademark, in 2000, we reunified ownership of the brand. Now, combining our U.S. and European operations with the operating companies in Australia and Japan, we are one single company, with one mind-set and common goals.
“The team at Ug has done a great job of building a vibrant, successful business and they intuitively understand the power of the brand. All along we have been partners, and I’m pleased to cement that view through this extremely compelling transaction. This merger will be very successful from many standpoints. We believe the consolidation of our companies will enable us to pursue further efficiencies and provide us with a whole range of growth opportunities throughout Southeast Asia and the Pacific Rim.”
Ug Manufacturing Co. operates in Australia, New Zealand, and several other countries and territories, including the Philippines, Thailand, Malaysia, Singapore and Hong Kong. Throughout its territories there are 23 Quiksilver Boardriders Clubs and Roxy Shops, three of which are company owned. The company distributes Quiksilver, Roxy and Hawk Clothing products to approximately 1,150 accounts in 1,200 retail doors. Quiksilver Japan, K.K. operates solely in Japan, and has 6 Quiksilver Boardriders Clubs, five of which are company owned, distributing Quiksilver and Roxy products to approximately 350 accounts in 700 retail doors. The Australian and Japanese businesses are commonly owned and controlled.
Approximately 75% of the initial consideration will be paid in restricted stock. The Company anticipates funding the cash portion of the purchase price with cash on hand and available short-term borrowings. Including the pro-forma effects of the transaction, the Company’s debt to total capitalization ratio is expected to be approximately 26% as of October 31, 2002. This ratio was 39% on October 31, 2001 and 32% on July 31, 2002.
The deal is expected to be mildly accretive to earnings during the first full year and, through a combination of operating efficiencies and growth, be significantly more accretive to earnings thereafter.
Quiksilver Inc. also stated that Alan Green and John Law, co-founders of the Quiksilver brand, will continue to be advisors to the Company, as will Yasuo Tokita, the original Quiksilver licensee in Japan.
Bernard Mariette, President of Quiksilver, Inc. stated, “We are tremendously excited about the opportunity to share our passion and vision for the brand and the business with our partners in Australia and Japan. This is now, from every standpoint, a truly global company. We have excellent opportunities to develop all of our businesses further, and believe that, by joining together, we can enhance the operations of these two territories.
“Bob McKnight and Harry Hodge, co-founder of Quiksilver Europe and Quiksilver’s current President of International Operations, brought me on board nearly ten years ago after Quiksilver Eupe joined the Quiksilver, Inc. group. Since then, we have grown Quiksilver Europe more than nine-fold to over $270 million in fiscal 2002. With this template and Harry’s leadership, we believe Quiksilver can make it happen again in Asia-Pacific.”
Harry Hodge, President of Quiksilver, Inc.’s International Operations, said, “Australia was the birthplace of the Quiksilver brand over 32 years ago and its consolidation with Quiksilver, Inc. has deep cultural meaning for the business and its employees. We are something of a global family, now sitting at the same table.
“The Asia-Pacific territory is a large business that generates significant cash flow from operations, and we believe that the highly developed infrastructure that exists in Australia can serve as a launching pad from which to grow and develop other markets in the region. By applying many of the strategies we employed to develop Quiksilver Europe and by tapping the highly capable management team in Australia, we can aggressively grow our presence in Japan. Not only should we be able to achieve solid revenue increases, but we believe we will be able to tighten Japan’s merchandising, develop some back-office synergy, and consolidate its sourcing activities in a relatively short time period.”
Alan Green said, “This deal, which will truly bring us together, makes us all very proud. Bob McKnight is a visionary in the industry and, in my opinion, he has been the driving force behind the success of the Quiksilver brand around the world. He is also a rarity in our business, having been with the Company for nearly thirty years and helping to grow it from a start up to the global powerhouse that it is today. Bob’s commitment to the business and passion for the lifestyle is as strong today as it was three decades ago, and we all feel very confident in his ability to take us to the next level.
[IMAGE 3]”For the entire history of this company, we have all dedicated ourselves to the pursuit of the ideals of the boardriding culture. This merger reflects that common vision and is clearly to the benefit of not only our shareholders, but also our management, employees, customers and consumers around the globe.”
John Law added, “Early on it became clear that Quiksilver had global potential. From our Australian roots we’ve taken the brand throughout the world. I take particular pride in our success in partnering with Yasuo Tokita in Japan. Now, with the full commitment and support of a unified management team with expanded financial resources, I look forward to Quiksilver building on our foundation to fulfill its potential as the leading lifestyle brand for the youth in Japan. The new alliance will add to the strength of Quiksilver’s global growth.”
According to Population Reference Group, in 2000, there were approximately 58 million 10 to 24 year olds in the United States alone. This number nearly triples to 164 million when combined with the number of 10 to 24 year olds in Canada, the European Union, Australia and Japan.
Quiksilver, Inc. also announced today that it remains comfortable with the current first call earnings consensus estimates of $0.43 in fully diluted EPS for the fourth quarter and $1.47 for the fiscal year ended October 31, 2002. The company also provided the following preliminary breakdown for the expected $1.75 to $1.79 in EPS and $840 to $860 million in revenues for fiscal 2003. For the first quarter, the company expects sales in the range of $175 to $180 million and earnings per share of $0.18 to $0.19; for the second quarter, the company anticipates sales in the range of $230 to $235 million and earnings per share of $0.68 to $0.69; for the third quarter, the company anticipates sales of $205 to $210 million and earnings per share of $0.36 to $0.37; and, for the fourth quarter, the company expects sales of $230 to $235 million and earnings per share of $0.53 to $0.54.
Robert McKnight concluded, “This merger represents another critical step in our ongoing effort to become the dominant lifestyle brand for the global youth market. Moreover, as we set our sights on tangible financial goals, this deal brings us a step closer to the $1 billion revenue milestone. We look forward to achieving this target and then beyond to even greater accomplishments.”
ther critical step in our ongoing effort to become the dominant lifestyle brand for the global youth market. Moreover, as we set our sights on tangible financial goals, this deal brings us a step closer to the $1 billion revenue milestone. We look forward to achieving this target and then beyond to even greater accomplishments.”