Maus Frères acquires Gant

By David Ibison in Stockholm

Maus Frères, the Swiss owner of the Lacoste brand, will announce today that it has acquired Gant, the Swedish clothing company, after its original hostile bid for the company failed.

The surprise development follows Maus Frères’ $816m attempt at a takeover last year that failed after it was rebuffed by the Swedish company’s founding shareholders and franchisees.

But it is understood Maus Frères privately raised its offer from SKr310 a share to SKr320 and has now secured the backing of almost all the shareholders who previously opposed the transaction, bankers said.

Bankers said Maus Frères had acquired a controlling stake in Gant and would probably end up owning more than 90 per cent of the company, meaning any dissenting shareholders can be squeezed out under Swedish forced merger rules.

The friendly resolution of the takeover battle removes considerable uncertainty from trading in Gant’s shares. The company was left with hardly any free float and two leading shareholding groups who were apparently enemies.

Maus Frères ended up as Gant’s largest single shareholder with 35.3 per cent of the company, while three founding shareholders and franchisees controlled about 55 per cent.

Liquidity in the stock would have been almost non-existent under this arrangement, something both sides were keen to avoid and possibly explaining the change of heart by the founders, bankers said.

The takeover of the company clears the way for Maus Frères to implement its strategy for Gant – something that Lennart Bjork, the company’s founder, has said he disagrees with.

Maus Frères said previously that it was prepared to give Mr Bjork some control over strategy if he agreed to its initial offer. No details are available on whether this offer still stands.

Castlegreen Partners and Handelsbanken Capital Markets are Maus Frères’ financial advisers.

Copyright The Financial Times Limited 2008

mausfreres_logo_small gant_small_logo

Maus Frères in agreement with Lennart Björk and Gant’s master franchisees – holds 95.6 percent of the shares.

Maus Frères – Press release, January 31, 2008.

Maus Frères S.A. (“Maus Frères”) has through its subsidiary Procastor S.A. (“Procastor”) increased its ownership in Gant Company AB (publ) (“Gant”), effectively completing the acquisition of Gant. Maus Frères has acquired 10,006,970 additional shares representing 59.7 percent of the shares and votes in Gant for SEK 320 per share, including the shares of Gant’s Chairman Lennart Björk and those of a number of Gant’s master franchisees. Maus Frères now holds a total of 16,031,138 shares in Gant, representing 95.6 percent of the shares and votes in Gant.

Lennart Björk, Chairman of Gant, commented:
“For me, it has been paramount to give Gant a robust and long-term ownership structure in order to continue to build on the strategy and values of the company. With a majority of the shares, Maus Frères is such an owner. I have agreed to remain as Chairman of Gant and I am delighted to work with Maus Frères to ensure continuity for our master franchisees and staff and to further develop Gant to be one of the four leading brands in the world in our market segment.”

Didier Maus, Chairman of Maus Frères, commented:
”We are very pleased to have been able to come to an agreement with Lennart Björk and all of the other of Gant’s major shareholders which puts an end to a period of uncertainty and paves the way for future further development of Gant around the world. We are very excited by our acquisition of Gant and we have the utmost respect for Lennart Björk’s and his colleagues’ achievements over many years. We look forward to a fruitful working relationship with Lennart Björk and with Gant’s staff and partners in the months and years to come”.

In view of the fact that Maus Frères owns 95.6 percent of the shares and votes in Gant, Maus Frères will now commence a ‘squeeze out’ procedure.

Maus Frères’ offer, through its subsidiary Procastor, to the shareholders in Gant to acquire all shares in Gant for SEK 310 per share (the “Offer”) expired on 11 January 2008. Maus Frères will compensate the shareholders in Gant who accepted the Offer with an amount of SEK 10 per share tendered in the Offer. The compensation will be paid as soon as practically possible.

Maus Frères is delighted that Lennart Björk has agreed to remain as Chairman of Gant.

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Maus Frères announces cash offer of SEK 310 per share for Gant Company AB (publ).

Maus Frères – Press release, December 11, 2007.

  • Maus Frères S.A. offers (the “Offer”) SEK 310 (publ) (“Gant”) through its subsidiary Procastor
  • Maus Frères is the largest privately held retail group Swiss and international business have a turnover
  • The Offer values 100 % of the shares in Gant at approximately
  • The Offer equates to a premium of 31 % over 2007, which was SEK 236.50, i.e. the last trading Based on the volume-weighted average price of the 10 December 2007, i.e. the 30 trading days before amounts to 30 %.
  • Procastor has recently bought approximately 2.1 corresponding to 12.5 % of Gant’s share capital Gant prior to these transactions.
  • A press conference in connection with the Offer Engineering Sciences (IVA) in the “Wenströmsalen”, December 2007 at 11 am (CET). It will be possible telephone (please see call-in details below).

“An acquisition of Gant is well in line with Maus Frères’ long-term strategy to increase its exposure to the affordable luxury segment”, says Didier Maus, CEO of the Maus Frères group.

“Maus Frères has been following the development of Gant for some time, and we have great respect for the achievements of the company’s owners and management”, says Guy Latourrette, CEO of Maus Frères International. “We believe that we have a very attractive cash offer for Gant and we hope that the owners will recognize that this is an attractive offer for all shareholders, and will support it. We hope to convince the existing leadership of Gant to join us in the continued journey to develop the company. Even if this office is unsolicited we aim to get everyone onboard as soon as possible and we have no hostile intentions”, concludes Guy Latourrette.

Advisors

Castlegreen Partners LLP and Handelsbanken Capital Markets are financial advisors to Maus Frères in conjunction with the Offer. Advokatfirman Vinge is acting as Swedish legal counsel to Maus Frères and Procastor in conjunction with the Offer.

Maus Frères in SKr5bn bid to take over Gant

By David Ibison in Stockholm

Maus Frères, Switzerland’s fourth largest clothes retailer and owner of the Lacoste brand, has launched a hostile SKr5.2bn ($813m) takeover bid for Gant, the Swedish clothes retailer.

The Swiss group conducted a market raid on Monday, snapping up 12.5 per cent of Gant from institutions.

Maus Frères announced early on Tuesday a cash bid of SKr310 a share, a 31 per cent premium to Gant’s closing price on Monday. Shares in Gant jumped SKr81.50, or nearly 35 per cent, to close at SKr318 in Stockholm. The company floated in March last year at SKr141 a share.

Gant sells through 300 of its own shops and more than 4,000 retailers such as department stores. Its five biggest markets, generating nearly 40 per cent of sales, are Germany, France, the UK, Spain and Italy, but it is expanding rapidly around the world.

Maus Frères is controlled by the interlinked Maus and Nordmann families and reported sales of SFr5.9bn ($5.2bn) last year.

The Swiss group said: “Under Maus Frères’ ownership the Gant brand would benefit from significant financial support to further strengthen global marketing and to speed up geographical expansion, mainly in the US and Japan.”

The proposed offer will require approval from 50 per cent of shareholders – something that could provide a hurdle given Gant’s shareholding structure.

Large stakes in the company are owned by its three founders, of whom Lennart Björk has a 19 per cent stake and two others about 10 per cent each, according to the company. Under Swedish takeover rules, shareholders with more than 10 per cent of a company can block a forced merger, meaning that the founders are in a strong position to hold out for a better price or mount a vigorous defence against the planned deal.

However, this could be countered by institutional and other investors who are likely to be attracted by the substantial premium.

Didier Maus, Maus Frères’ chief executive, told a conference call that the offer was “unsolicited” rather than hostile.

Gant responded in a statement that it would make “an assessment and revert with a recommendation to the shareholders of Gant well in time before the acceptance period terminates [on January 11]”.

Castlegreen Partners and Handelsbanken Capital Markets are Maus Frères’ financial advisers.