LAFUMA : Plan for reinforcing and restructuring Lafuma capital

Press Release

Anneyron, October 4, 2013

Plan for reinforcing and restructuring Lafuma capital Plan for restructuring Lafuma capital

Lafuma SA (FR 0000035263) has announced that it received an offer from Calida France ("Calida"), presently one of the main Lafuma shareholders with 15.27% of the share capital and 12.99% of the voting rights, whereby Calida proposes to carry out the following operations, subject to a compliance examination by the French securities regulator (AMF):

- an investment of 35 million euros in the form of a subscription to a reserved capital increase for a nominal value of 20 million euros (representing 2,500,000 new shares for an existing 3,487,934 shares), with a subscription price of 14 euros per share; upon completion of this capital increase, which will have to be submitted to the vote of the extraordinary general meeting, Calida would hold 50.6% of the Lafuma capital;

- upon completion of this reserved capital increase, Calida would register a public tender offer at 14 euros per share, in accordance with applicable regulations and subject to a compliance examination by the AMF; Calida would not have the intention to carry out a mandatory squeeze-out;

- upon completion of this public tender offer, Lafuma would proceed with a second capital increase, with preemptive subscription rights, of 10 million euros, at a subscription price of 9 euros per share.

The Calida offer was examined by the Lafuma board of directors, who met on October 3, 2013 and deliberated without the presence of the two board members linked to Calida.
The Lafuma board of directors approved the three-phase structure of the Calida offer and noted that it would enable the company to immediately access the means to reinforce its equity through two capital increases representing a total of 45 million euros, after several half-year periods of losses.
The company would thus have the resources to restructure and develop while offering full and immediate liquidity to minority shareholders, and would provide the means to achieve an accretive effect under preferential financial conditions to shareholders who would opt to stay alongside Calida.
The Lafuma board of directors therefore decided to offer to enter into exclusive negotiations with Calida until December 31,
2013, and will appoint an independent expert over the next few days to examine the financial conditions of the Calida offer, pursuant to applicable regulations. The independent expert will establish a report in the form of a fairness opinion concerning the reserved capital increase and the subsequent public tender offer.
The Lafuma board of directors instructed its strategy committee (without the presence of Mr. Felix Sulzberger or the representative of Calida France) to supervise the work of the independent expert and to discuss matters with Calida.
The Lafuma board of directors will meet again in the upcoming weeks to decide on the Calida offer and, if necessary, convene an extraordinary general meeting.
The Calida offer is subject to a certain number of conditions, including approval of the reserved capital increase by the extraordinary general meeting of shareholders, as well as approval of the operations by the competent regulating authorities, and will have to be submitted to the competent employee representative bodies.
Lafuma and Calida will inform the financial markets of the advancement of discussions if necessary, and in accordance with regulations in effect,

Recent information and outlook

Negotiations are currently underway to renew mid-term loans.
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The company sold the 49% stake it held in the Chinese joint venture; the sale price was the initial investment price.
The employment protection plan (Plan de Sauvegarde de l'Emploi) initiated at Lafuma SA and Oxbow SA, on which both works councils issued opinions in the course of September, will soon be implemented.
The half-year financial statements for Lafuma at March 31, 2013 showed a loss of 60 million euros. After registering a loss of 15.2 million euros for the fiscal year ended September 30, 2012, the fiscal year ending September 30, 2013 should generate a significant deficit, as anticipated by the group.

For further information please contact: [e-mail]

NewCap. Sophie Boulila / Emmanuel Huynh - Tel: [phone] - [e-mail]

Lafuma shares are traded on NYSE Euronext Paris. Euroclear: 3526. Reuters: LAFU.PA. Bloomberg: LAF FP

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