The companies jointly announced that they have signed a definitive merger
agreement. VF Corp (VFC $102.48 +10.68) will pay Timberland (TBL
$42.70 +12.71) shareholders $43 per share, representing a total enterprise value
of approximately $2 billion net of cash acquired.
The merger agreement was unanimously approved by both companies' Boards of
Directors. Timberland is a global footwear and apparel company with expected
2011 revenues of $1.6 billion, over half of which are generated internationally.
The acquisition, which is expected to close in the third quarter, should add
approximately $700 million to VF's 2011 revenues.
It is also expected to be accretive to VF's earnings per share, by $.25 in 2011
and by $.75 in 2012, inclusive of deal costs and other acquisition related
expenses in both periods. Excluding these expenses, EPS accretion would be ~$.45
in 2011 and $.90 in 2012.
Timberland will become part of VF's Outdoor & Action Sports coalition and
will remain headquartered in Stratham, New Hampshire. The merger agreement
provides Timberland with a customary right, after complying with certain notice
and other conditions, to terminate the merger agreement to accept a superior
proposal prior to receipt of stockholder approval on July 26, 2011.






