SAMSONITE INTERNATIONAL S.A. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SAMSONITE INTERNATIONAL S.A.新秀麗國際有限公司
13-15 Avenue de la Liberté, L-1931 Luxembourg R.C.S. LUXEMBOURG: B 159469 (Incorporated in Luxembourg with limited liability) (Stock code: 1910) VOLUNTARY ANNOUNCEMENT ACQUISITION OF ROLLING LUGGAGE
On February 16, 2015, the Purchasers, which are subsidiaries of the Company, completed the acquisition of the business and substantially all of the assets of Rolling Luggage for a cash consideration of GBP 15.75 million.
This announcement is made by the Company on a voluntary basis.
On February 16, 2015, the Purchasers, which are subsidiaries of the Company, completed the acquisition of the business and substantially all of the assets of Rolling Luggage for a cash consideration of GBP 15.75 million. The principal terms of the Asset Purchase Agreement are set out below:
DateDecember 19, 2014
Parties
(i) the Purchasers, as purchasers; and
(ii) the Vendors, as vendors.
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To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Vendors and their ultimate beneficial owners are third parties independent of the Company and its connected person(s) (as defined under the Listing Rules). The Company has not engaged in any previous transactions related to the transactions under the Asset Purchase Agreement that would be required to be aggregated under Rule 14.22 of the Listing Rules.
Assets acquired and purchase price
The Vendors sold and the Purchasers purchased substantially all of the assets, and assumed certain liabilities, of Rolling Luggage. The total consideration for the Acquisition was GBP
15.75 million. The consideration was determined after arm's length negotiations between the
parties to the Asset Purchase Agreement.
The consideration was settled by cash upon completion of the Acquisition. Closing
The closing of the Acquisition took place on February 16, 2015.
Rolling Luggage is a leading airport retailer of branded luggage and travel accessories. Rolling Luggage operates 36 airport retail locations in the U.K., Europe, and Asia Pacific, including prime retail locations in Heathrow, Sydney, Melbourne, Frankfurt, and Hong Kong airports. The retail stores operated by Rolling Luggage offer a diverse selection of premium travel products for business, fashion, adventure, and leisure travel.
For the year ended January 31, 2015, Rolling Luggage had net sales of GBP 26.7 million, an increase of 11.3% from GBP 24.0 million for the year ended January 31, 2014.
The Acquisition provides the Company with a significant retail footprint in some of the world's
leading airports, and further expands the Company's portfolio of retail store locations.
Based on the above, the Directors, including the independent non-executive Directors, consider that the terms of, and the transactions under, the Asset Purchase Agreement are fair and reasonable, are on normal commercial terms, and are in the best interests of the Company and the Shareholders as a whole.
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DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise.
"Acquisition" "Asset Purchase Agreement" | the acquisition pursuant to the Asset Purchase Agreement; the Agreement for the Sale and Purchase of substantially all of the assets of Rolling Luggage entered into on December 19, 2014 between the Purchasers and the Vendors; |
"Company" | Samsonite International S.A., a société anonyme incorporated in Luxembourg and principally engaged in the design, manufacture, sourcing and distribution of luggage, business and computer bags, outdoor and casual bags, travel accessories and slim protective cases for personal electronic devices throughout the world, primarily under the Samsonite® , American Tourister® , Hartmann® , High Sierra® , Gregory® , Speck® and Lipault® brand names and other owned and licensed brand names; |
"Directors" | the directors of the Company; |
"GBP" | Pounds Sterling, the lawful currency of the United Kingdom; |
"Listing Rules" | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; |
"Purchasers" | each of: (i) Samsonite IP Holdings S.a r.l., a limited liability company organized under the laws of Luxembourg and a wholly-owned subsidiary of the Company; (ii) Samsonite Limited, a limited company organized under the laws of the United Kingdom and a wholly-owned subsidiary of the Company; (iii) Samsonite Australia Pty Limited, a proprietary limited company organized under the laws of Australia and a majority-owned subsidiary of the Company; (iv) Samsonite A/S, a limited company organized under the laws of Denmark and a wholly-owned subsidiary of the Company; (v) Samsonite GmbH, a limited liability company organized under the laws of Germany and a wholly-owned subsidiary of the Company; (vi) Samsonite Asia Limited, a limited company organized under the laws of Hong Kong and a wholly-owned subsidiary of the Company; and (vii) Samsonite Macau Lda, a limited company organized under the laws of Macau and a wholly-owned subsidiary of the Company. |
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"Shareholders" | the shareholders of the Company; |
"Rolling Luggage" | the business of retailing luggage, travel accessories and other ancillary products carried out by the Vendors primarily under the Rolling Luggage® trade name in airports and certain other transportation facilities; and |
"Vendors" | each of (i) Tie Rack Retail Group Limited, a limited company organized under the laws of the United Kingdom; (ii) Tie Rack Limited, a limited company organized under the laws of the United Kingdom; (iii) Tie Rack Trading Limited, a limited company organized under the laws of the United Kingdom; (iv) RL 2014 Limited, a limited company organized under the laws of the United Kingdom; (v) Tie Rack (Denmark) A/S, a limited company organized under the laws of Denmark; (vi) Tie Rack (Deutschland) GmbH, a limited liability company organized under the laws of Germany; (vii) Tie Rack (Australia) Pty Limited, a proprietary limited company organized under the laws of Australia; and (viii) Tie Rack Limited, a limited company organized under the laws of Hong Kong. By Order of the Board SAMSONITE INTERNATIONAL S.A. Timothy Charles Parker Chairman |
Hong Kong, February 17, 2015
As of the date of this announcement, the Executive Directors are Ramesh Dungarmal Tainwala, Kyle Francis Gendreau and Tom Korbas, the Non-Executive Director is Timothy Charles Parker and the Independent Non-Executive Directors are Paul Kenneth Etchells, Miguel Kai Kwun Ko, Ying Yeh, Bruce Hardy McLain (Hardy) and Keith Hamill.
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