Transaction Strengthens Jarden's Outdoor Solutions Offering With Market-Leading Outdoor and Active Lifestyle Products
Jarden Corporation (NYSE: JAH) today (August 9) announced that it has successfully completed its acquisition of K2 Inc. (NYSE: KTO). The transaction is valued at approximately $1.2 billion, including the assumption or repayment of indebtedness. Under the terms of the agreement, K2 shareholders received 0.1118 of a share of Jarden common stock plus $10.85 in cash, for each share of K2 common stock held at closing.
As previously announced on April 24, 2007, Jarden entered into a definitive agreement under which Jarden has now acquired all of the outstanding shares of K2 common stock. The transaction was completed yesterday, following approval of the merger by K2 shareholders at a special meeting of shareholders. With the closing of the transaction, trading in K2 common stock was halted at the close of business yesterday.
In connection with the completion of the acquisition, K2 purchased, as part of its previously announced tender offer and consent solicitation, approximately $199 million, or approximately 99.5%, of the aggregate principal amount of its outstanding 7-3/8% Senior Notes due 2014 (the "Notes"). As a result of the purchase, the amendments to the Indenture pursuant to which the Notes were issued, effected by the Eighth Supplemental Indenture, became operative.
The combination with K2 strengthens Jarden's Outdoor Solutions segment through the addition of brands such as K2(R), Marker(R), Marmot(R), Penn(R), Rawlings(R), Shakespeare(R), Volkl(R) and Worth(R).
Commenting on the transaction, Martin E. Franklin, Chairman and Chief Executive Officer of Jarden, said, "We are extremely pleased to announce the completion of our acquisition of K2. This accretive transaction represents the continuation of our strategy to create shareholder value by building our portfolio of diversified, market-leading, niche consumer product brands through acquisitions and organic growth. Adding K2's broad range of well- known brands to our already diverse portfolio creates cross-selling opportunities both domestically and internationally, expands our presence in specialty channels, and offers both future revenue and cost synergy opportunities. In addition, adding K2 has the effect of flattening Jarden's working capital cycle, as the first quarter has historically been Jarden's highest cash flow use quarter and K2's strongest cash flow quarter. Finally, I would like to welcome all of K2's employees to the Jarden family and look forward to working with them to maximize the opportunities this transaction will bring to Jarden."
Richard J. Heckmann, K2's Executive Chairman of the Board, said, "Through our merger with Jarden, we have delivered value to our shareholders, joined two companies with a shared culture of developing strong brands and highly valuing our employee base, and formed a strong platform from which to grow the businesses. We have worked closely with Jarden over the last several months to prepare for a smooth transition. Now that the merger has been completed, I look forward to joining Jarden's board of directors later this year and helping to guide the future success of the combined company." -Jarden
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