lululemon' founder Dennis J. Wilson sells 50% of its stake
The transaction has received the full support of the lululemon board of directors.
Advent, one of the largest and most experienced global private equity investors, previously invested in lululemon in 2005 and worked closely with Mr. Wilson and five of the company's 10 current board members, including chairman Michael Casey, to help the company expand from a regionally focused retailer to a globally recognized premium apparel brand.
lululemon, Mr. Wilson and Advent also entered into a support agreement under which Advent Managing partner David M. Mussafer and managing director Steven J. Collins will be appointed to lululemon's board of directors, effective as of the closing of the stock sale transaction, expanding the board from 10 to 12 members.
Under the support agreement, the parties will engage an independent expert to evaluate and make recommendations regarding the lululemon Board's committees, policies and procedures over the course of 90 days following the completion of Advent's stock purchase. With this agreement, Mr. Wilson, lululemon and Advent have affirmed their commitment to ensuring best practice corporate governance. In addition, Mr. Wilson and Advent have agreed to certain standstill provisions for the Company's 2015 and 2016 Annual Stockholder Meetings.
Mr. Wilson currently beneficially owns 40.2 million shares of lululemon common stock, representing approximately 27.7% of the Company's outstanding shares. Once the stock sale agreement is completed, Advent and Mr. Wilson will each beneficially own approximately 20.1 million shares of lululemon common stock, or approximately 13.85% of the Company's outstanding shares.
The stock purchase agreement is subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions and is expected to close in 30-60 days. ■