VF TO ACQUIRE NUTMEG INDUSTRIES, INC.
WYOMISSING, Pa., Dec. 13 /PRNewswire/ -- VF Corporation (NYSE: VFC) and Nutmeg Industries, Inc. (NYSE: NTM) today jointly announced they have executed a definitive merger agreement for the acquisition of all outstanding Nutmeg shares by VF for $17.50 in cash per share. Nutmeg has 18.6 million shares outstanding. Headquartered in Tampa, Fla., Nutmeg is a leading designer and producer of high quality licensed adult sports apparel, including fleece and T-shirts. With the most recent twelve months sales at approximately $185 million, the company is a leading licensee for all major league sports, including Major League Baseball, the National Football League, the National Basketball Association and the National Hockey League. "This acquisition is an important strategic milestone for three principal reasons," said Lawrence R. Pugh, Chairman and Chief Executive Officer of VF. "First, it immediately establishes VF as a leading player in the fast-growing licensed sports apparel industry, complementing perfectly another VF acquisition, H.H. Cutler, which is expected to be completed next month. While Cutler's youthwear products are sold through chains and discount stores, Nutmeg's adult apparel is marketed to department, sporting goods, and athletic specialty stores. "Second, the addition of Nutmeg will further strengthen VF's presence in knitwear. Our Bassett-Walker division will be able to provide an efficient and dedicated source for all the Corporation's knitwear needs, including Nutmeg, Lee, Rider, Wrangler, Rustler, JanSport, Cutler, screen print and private label. "Finally, we believe both Nutmeg and Bassett-Walker will be able to realize significant synergies, including a more vertically integrated manufacturing structure for Nutmeg and an enhanced graphic design capability for VF. "With a clear leadership position in design and quality and an established European imprint capability that supports our global expansion efforts, we believe Nutmeg is an excellent fit for VF," Mr. Pugh said, adding that the acquisition will add positively to 1994 earnings. "We are pleased and excited to be joining VF's growing family of brands," said Richard E. Jacobson, Chairman and Chief Executive Officer of Nutmeg. "As VF's entrant into the adult licensed sports apparel market, we look forward to joining forces to provide our customers with the highest quality products and service." As the first step in the transaction, a subsidiary of VF will commence a cash tender offer promptly for all outstanding Nutmeg shares at $17.50 per share. The offer will be conditioned, among other things, upon a majority of the issued and outstanding shares of Nutmeg being properly tendered and not withdrawn prior to the expiration of the offer. Following successful completion of the tender offer, the VF subsidiary will be merged into Nutmeg and each outstanding Nutmeg share will be converted into the right to receive $17.50 in cash. In connection with the transaction, VF has obtained options to acquire approximately 18.9% of the outstanding stock of Nutmeg from Richard E. Jacobson and Martin G. Jacobson, President of Nutmeg, and an option to acquire authorized but unissued stock of Nutmeg constituting approximately 13.8% of Nutmeg's stock from Nutmeg. The Board of Directors of VF and Nutmeg have approved the offer and merger. J.P. Morgan Securities Inc. will act as dealer manager for the offer. The tender offer is expected to close in mid-January. VF Corporation, an international apparel company, ranked 127th in Fortune's "500 Largest U.S. Industrial Corporations." -0- 12/13/93R /CONTACT: Cindy Knoebel of VF Corporation, 212-582-6767/ (VFC NTM)
CO: VF Corporation; Nutmeg Industries, Inc. ST: Pennsylvania, Florida IN: TEX SU: TNM
SH-MP -- NY027R -- 3188 12/13/93 13:13 EST
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|Date:||Dec 13, 1993|
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