Hong Kong-listed luggage maker Samsonite International (SMSEY) late on Thursday, March 3, decided to get a new set of luggage with a $1.8 billion agreement for Tumi Holdings (TUMI) to expand into luxury bags and market the target's products more aggressively in Asia and Europe.
Samsonite said it would pay $26.75 per Tumi share, a 32.9% bonus to Tumi's Wednesday close. The target's stock shot up 30.2% to $25.20 Thursday amid reports of a pending agreement.
"We are excited about the tremendous opportunities this combination provides us to further diversify our product and customer portfolios," said Samsonite CEO Ramesh Tainwala in a statement.
The agreement has already been approved by the boards of both companies and will give Samsonite a South Plainfield, N.J.-based luggage maker that had $548 million in sales last year, a 4% increase over 2014. The target gets 68% of its sales in North America and just 17% in Asia, and 14% in Europe and Africa.
It's the second deal in just over a year for Samsonite, which is based in Manfield, Mass. The company in February last year bought airport luggage and travel accessories retailer Rolling Luggage Ltd. for £15.75 million ($22.3 million) from British turnaround investor Rcapital Partners LLP.
Samsonite said it expects to close the deal in the second half of the year. The acquisition is priced at 13.6 times Tumi's adjusted 2015 Ebitda. Samsonite said it has committed financing for the acquisition from Morgan Stanley, HSBC Bank plc, SunTrust Banks Inc. and Bank of Tokyo Mitsubishi UFJ Ltd.
Investors approved of the deal, pushing Samsonite shares up 1.3% in Hong Kong trading on Friday.
Morgan Stanley bankers including Carmen Molinos acted as financial adviser to Samsonite. A Cleary Gottlieb Steen & Hamilton LLP team led by Ethan Klingsberg, Neil Markel, Jessica Fan and Nicole Idoko and including partners Brian Byrne, Romina Polley, Meme Peponis, Amy Shaprio, Daniel Ilan, Steve Wilner Jason Factor and Freeman Chan provided legal counsel. Ropes & Gray LLP's Stefanie Birkmann, Tracy Plants and Alexandra de Padua; and a Freshfields Bruckhaus Deringer LLP team led by Grace Huang also handled legal details.
John Livingston and Drew Lamb provided internal legal counsel at Samsonite.
Goldman Sachs Group Inc.'s Dave Friedland and colleagues acted as financial adviser to Tumi, which took legal counsel from Skadden, Arps, Slate, Meagher & Flom LLP.
The Skadden team includes David Goldschmidt, Thomas Kennedy, Timothy Fesenmyer, Clifford Aronson, Neil Leff and Sal Guerrera.
David Marcus contributed to this report.