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.
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)
On September 30, 2015, the Purchaser, which is a subsidiary of the Company, completed the acquisition of the business as a going concern of Chic Accent for a cash consideration of EUR 8.5 million, subject to adjustment as described below.
This announcement is made by the Company on a voluntary basis.
On September 30, 2015, the Purchaser, which is a subsidiary of the Company, completed the acquisition of the business as a going concern of Chic Accent for a cash consideration of EUR
8.5 million, subject to adjustment as described below. The principal terms of the Sale and Purchase Agreement are set out below:
September 30, 2015
the Purchaser, as purchaser; and
the Vendors, as vendors.
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 Sale and Purchase Agreement that would be required to be aggregated under Rule 14.22 of the Listing Rules.
The Vendors sold and the Purchaser purchased substantially all of the assets, and assumed certain liabilities, comprising the business as a going concern of Chic Accent. The total consideration for the Acquisition was EUR 8.5 million, subject to adjustment for working capital and certain assumed liabilities. The consideration was determined after arm's length negotiations between the parties to the Sale and Purchase Agreement. Upon closing, the Purchaser became party to the leases with respect to 31 retail store locations previously operated by the Vendors.
The consideration was settled by cash upon completion of the Acquisition. Closing
The closing of the Acquisition took place on September 30, 2015.
Chic Accent is a chain of retail stores dedicated to the world of premium accessories, ladies' handbags, travel luggage and business products. Chic Accent operates 31 shops located in attractive shopping malls in Italy.
For the year ended December 31, 2014, Chic Accent had net sales of EUR 15.2 million, an increase of 10.1% compared to the previous year.
The Acquisition provides the Company with a significant retail footprint in attractive mall locations in Italy, which will enable the Company to further expand its direct-to-consumer business in Italy. The Acquisition also advances the Company's goal of expanding its presence in non-travel categories such as accessories, handbags and business products.
Based on the above, the Directors, including the independent non-executive Directors, consider that the terms of, and the transactions under, the Sale and 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.
DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise.
'Acquisition' | the acquisition pursuant to the Sale and Purchase Agreement; |
'Chic Accent' | the business of retailing accessories, ladies handbags, travel luggage and business products primarily under the Chic Accent® trade name in shops located in shopping malls in Italy; |
'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; |
'EUR' | Euro, the lawful currency of the Eurozone; |
'Purchaser' | Samsonite S.P.A., a company established under Italian law and an indirect, wholly-owned subsidiary of the Company; |
'Sale and Purchase Agreement' | the Agreement for the Sale and Purchase of the business as a going concern of Chic Accent entered into on September 30, 2015 between the Purchaser and the Vendors; |
'Shareholders' | the shareholders of the Company; and |
'Vendors' | each of (i) Arianna Bags S.R.L., a company established under Italian law; (ii) Angara S.R.L., a company established under Italian law; and (iii) GTR Group S.R.L., a company established under Italian law. |
By Order of the Board SAMSONITE INTERNATIONAL S.A. Timothy Charles Parker Chairman | |
Hong Kong, October 2, 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, Keith Hamill, Miguel Kai Kwun Ko, Bruce Hardy McLain (Hardy) and Ying Yeh.
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