Samsonite to Acquire Tumi for $26.75/Share in Cash

Samsonite International S.A. SMSEY and Tumi Holdings, Inc. TUMI today announced that they have entered into a definitive agreement whereby Samsonite will acquire Tumi for US$26.75 per share in an all cash transaction, valuing Tumi at an equity value of US$1.8 billion. "This is a transformational acquisition for Samsonite. It will meaningfully expand our presence in the highly attractive premium segment of the global business bags, travel luggage and accessories market," said Ramesh Tainwala, Chief Executive Officer of Samsonite. "Tumi is a perfect strategic fit for our business. The brand is beloved by millions of loyal customers for its high quality and durable premium business and luggage products. We are excited about the tremendous opportunities this combination provides us to further diversify our product and customer portfolios. In particular, we will expand Tumi`s presence in Asia and Europe, while strengthening its business in North America, by leveraging our expertise in global distribution, sourcing, product design and technical innovation, especially in the area of lightweight hardside luggage." Tumi Chief Executive Officer Jerome Griffith said, "This is an exciting day for Tumi and all the travelers around the world who count on us. The team at Samsonite has a long and successful track record when it comes to acquisitions and we know they will be excellent stewards of the Tumi brand. Samsonite will bring Tumi to new and growing markets, while still maintaining the high quality Tumi is known for. This is a compelling transaction that delivers substantial and immediate cash value to our shareholders. Further, we are excited for our employees to benefit from opportunities presented by being part of a larger and more diversified global company. Samsonite has successfully grown many unique brands and we look forward to the next chapter in Tumi`s great history as part of the Samsonite family." Compelling Strategic and Financial Rationale Creates a leading global travel lifestyle company. The combination brings together Tumi, an iconic North American purveyor of premium business bags, travel luggage and accessories, with Samsonite, the world`s best known and largest lifestyle bag and travel luggage company, to create a leading global travel lifestyle company. Ideal and complementary fit with Samsonite. With approximately 2,000 points of distribution across 75 countries, Tumi`s leading market position in the premium business and luggage segment is a perfect complement to Samsonite`s strong and diverse portfolio of brands and products, with limited overlap in market positioning, price point and distribution. The addition of Tumi builds on Samsonite`s proven track record of successful acquisitions across multiple product categories and price points to broaden its portfolio. Enables Samsonite to strategically expand into the highly attractive premium segment of the global business bags, travel luggage and accessories market with a business and travel brand that is recognized worldwide as being "best-in-class" in the premium segment. Presents tremendous opportunities to leverage Samsonite`s extensive global retail and wholesale network and its strengths in distribution, sourcing, technical innovation and localisation of products to introduce the Tumi brand to millions of new customers in additional markets worldwide. This includes expansion of Tumi in Asia and Europe, strengthening its platform in North America, and leveraging Samsonite`s clear strength in hardside innovation to expand Tumi`s hardside luggage offering. Reinforces Samsonite`s strong platform for long term growth and profitability. Tumi is a highly profitable business and the combined company is expected to generate significant free cash flow to meet interest payments while continuing to make cash distributions to shareholders. Creates potential for significant operational and top-line synergies. This includes cost savings in such key areas as sourcing, logistics, sales and marketing, distribution, retail and general and administrative costs, as well as potential top-line synergies resulting from the combined company`s enhanced and complementary product development and global reach. Founded in 1975, Tumi is a leading global premium lifestyle brand offering a comprehensive line of business bags, travel luggage and accessories. The brand is consistently recognized as "best-in-class" for the high quality, durability, functionality and innovative design of its products, which range from its iconic black ballistic business cases and travel luggage synonymous with the modern business professional, to travel accessories, women`s bags and outdoor apparel. For the year ended December 31, 2015, Tumi`s net sales were US$548 million, representing a year on year increase of 4%. North America accounted for 68% of Tumi`s 2015 net sales, with Asia Pacific accounting for 17%, Europe, Middle East and Africa accounting for 14% and Latin America accounting for the remaining 1%. Tumi has historically achieved strong growth in net sales, with a CAGR of 17% from 2010 to 2015 and highly attractive EBITDA margins of over 20% during the same period. Transaction Details Under the terms of the transaction, Tumi shareholders will receive US$26.75 in cash for each share they own. The transaction values Tumi at an equity valuation of approximately US$1.8 billion. This represents a 13.6x multiple of enterprise value to Tumi`s Adjusted EBITDA for the last twelve months ended December 31, 2015 and a premium of approximately 38% to Tumi`s volume weighted average price of US$19.34 for the five days up to and including March 2, 2016, the last trading day prior to market rumors. Samsonite intends to fund the transaction through committed bank financing. In connection with the transaction, Morgan Stanley, HSBC, SunTrust and MUFJ have arranged the committed financing. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the second half of 2016, subject to the receipt of approvals by Samsonite and Tumi shareholders, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions. The combined company will continue to be listed on the Main Board of The Stock Exchange of Hong Kong Limited. Advisors Morgan Stanley Asia Limited acted as financial advisor to Samsonite. Cleary Gottlieb Steen & Hamilton LLP, Ropes & Gray LLP and Freshfields Bruckhaus Deringer acted as legal counsel to Samsonite. Goldman, Sachs & Co. acted as financial advisor to Tumi in connection with the transaction, while Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel. Press Conference Time: 11:45am HKT (March 4, 2016) Venue: Auditorium, 46th Floor, Morgan Stanley, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong (Please present your ID to register at the Morgan Stanley Reception Desk on 8/F)