Steiner Leisure Limited and Catterton entered into a definitive merger agreement under which an affiliate of Catterton will acquire all of the outstanding shares of Steiner Leisure for $65 per share in cash.
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The purchase price represents a premium of approximately 21.5% over Steiner Leisure's 90 day weighted-average closing share price on August 20, 2015, the last trading day prior to today's announcement. The total transaction value, including assumed net debt, is approximately $925 million.
Steiner Leisure's board unanimously approved the merger upon the recommendation of a special committee comprised entirely of independent directors.
The special committee issued the following statement: "After careful consideration in conjunction with our independent advisors, the Special Committee has unanimously concluded that this transaction is in the best interest of our shareholders."
Leonard Fluxman, president and chief executive officer of Steiner Leisure, said, "We are proud to partner with Catterton, which has a strong reputation and proven track record of supporting the growth of many of the most successful retail and consumer companies.
"This transaction will provide Steiner Leisure with greater flexibility to focus on our long-term business initiatives and to improve our role as a global provider and innovator in beauty, wellness and education.
"Catterton's partnership is an important endorsement of our brands and the hard work and commitment of our team. We are confident that with Catterton's support and expertise in beauty, health and wellness, we are opening an exciting new chapter for our employees, customers and all our stakeholders."
J. Michael Chu, co-founder and managing partner of Catterton, said, "We are pleased to make this investment in Steiner Leisure, which has an attractive portfolio of distinguished beauty and wellness brands and services.
"We are excited about the Company's future and look forward to leveraging our retail and consumer expertise and network to help Steiner Leisure enhance its position as an industry leader. We look forward to working with the Steiner Leisure team and its talented employees to drive growth and innovation for consumers as we capitalize on the many growth opportunities in the industry."
The transaction is expected to close in the fourth quarter of 2015 or early in 2016, and is subject to the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, other regulatory approvals and approval of Steiner Leisure shareholders.
The transaction is not subject to a financing condition. The merger agreement provides for a "go-shop" period until October 6, 2015, during which the Special Committee – with the assistance of its financial advisor Jefferies LLC – may actively solicit alternative proposals to acquire Steiner Leisure from third parties. ■
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