lululemon athletica inc. (NASDAQ:LULU) (“lululemon”), Founder and a member of lululemon’s Board of Directors Dennis J. (“Chip”) Wilson and Advent International (“Advent”) today announced that Mr. Wilson and Advent have entered into an agreement under which Advent will acquire approximately 50% of Mr. Wilson’s ownership in lululemon, or approximately 13.85% of the Company’s outstanding shares, for approximately $845 million. 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. Advent completed its exit from the original investment in June 2009.
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. Mr. Mussafer also will be appointed Co-Chairman of the lululemon Board, serving alongside Mr. Casey, and will serve on the Board’s Nominating and Corporate Governance Committee. Mr. Collins will serve on the Board’s Compensation Committee. Mr. Mussafer previously served as a Director on lululemon’s Board from 2005 to 2010; Mr. Collins served as a Director from 2005 to 2009.
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.