Ontario Teachers to sell Helly Hansen for $770 mln

Canadian Tire Corp Ltd said May 10 that it agreed to buy the company that owns and operates the Helly Hansen brands and related businesses for C$985 million ($770 million). Ontario Teachers’ Pension Plan is the seller. Helly Hanson, of Oslo, Norway, is a sportswear and workwear brand. Kirkland & Ellis advised OTPP.


TORONTO, May 10, 2018 /CNW/ – Canadian Tire Corporation, Limited (TSX:CTC, TSX:CTC.A) (CTC) announced today that it has entered into an agreement to purchase the company, controlled by the Ontario Teachers’ Pension Plan, which owns and operates the Helly Hansen brands and related businesses. Helly Hansen is a leading global brand in sportswear and workwear based in Oslo, Norway.
Founded in 1877, Helly Hansen is known for its professional grade gear and for being a leader in designing innovative and high quality technical performance products developed for the harshest outdoor conditions. Within its core categories of sailing, skiing, mountain, urban, rainwear and workwear, Helly Hansen designs and delivers products used by professionals and outdoor enthusiasts around the world. With wholesale and retail distribution capabilities across more than 40 countries, Helly Hansen is a trusted and celebrated brand worldwide.
Outdoor and workwear categories are core to CTC’s retail banners and, through Mark’s and FGL, the Company has had a long history with Helly Hansen as one of its largest customers. This acquisition strengthens CTC’s core businesses across multiple banners, increases its brand offerings in Canada and its ability to grow its brands internationally.
“For more than ten years, Helly Hansen has been an exceptional fit with CTC and this acquisition will strengthen our assortment across all of our banners,” said Stephen Wetmore, President and CEO, Canadian Tire Corporation. “With our capabilities and Helly Hansen’s trusted global brand and management team, we see tremendous opportunity for CTC and Helly Hansen, in Canada and internationally.”
“CTC provides us with the ideal platform to further accelerate our growth trajectory and also strengthen our Canadian presence. This is a great opportunity for Helly Hansen and our team,” said Paul Stoneham, CEO, Helly Hansen. “As a Canadian, I am particularly proud to say that Canadian Tire is the new home for Helly Hansen.”
Transaction Details
CTC has agreed to purchase the company that owns and operates the Helly Hansen brands and related businesses for $985 million, and is assuming approximately $50 million of operating debt, net of cash. The acquisition is expected to close in Q3 2018 and is subject to usual closing conditions. The transaction will be immediately accretive to EPS, EBITDA and Cash Flow, before the realization of synergies. The transaction is not subject to financing conditions. CTC has ample financial flexibility to fund the acquisition and to maintain its current investment grade credit rating. Paul Stoneham, CEO, Helly Hansen, and the management team, based in Oslo, Norway, will continue to lead the business, reporting to CTC Executive Vice President Mahes Wickramasinghe.
CTC remains committed to its published three year financial aspirations, and expects to complete its previously announced share repurchase program in 2018.
Investment Community Conference Call Details
Canadian Tire Corporation will conduct a conference call to discuss information included in this news release and related matters at 8:30 a.m. ET on May 10, 2018.  The dial-in number is 1-866-358-0063 or 416-641-6145. The conference call will be available simultaneously and in its entirety to all interested investors and the news media through a webcast at http://investors.canadiantire.ca, and will be available through replay at this website for 12 months. For more information related to this transaction, please visit https://corp.canadiantire.ca/English/investors/events-and-presentations/default.aspx. For more information about Helly Hansen, please visit www.hellyhansen.com.
This press release contains forward-looking information within the meaning of applicable securities legislation, which reflects management’s current expectations regarding future events and the proposed acquisition. All statements other than statements of historical facts included in this document may constitute forward-looking information, including but not limited to; statements concerning the expected benefits of the proposed acquisition, such as growth potential, EPS, EBITDA and Cash Flow accretion, growth of CTC’s brands internationally, potential extension of the Helly Hansen brand across all banners, and the realization of synergies; the expected timing of the proposed acquisition, if completed; CTC’s financial flexibility to fund the transaction and maintain its investment grade credit rating; the retention of Helly Hansen management; the expected continuation of CTC’s share repurchase program; and management’s expectations relating to possible or assumed future prospects and results, CTC’s strategic goals and priorities, and the economic and business outlook for CTC. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “believe”, “estimate”, “plan”, “can”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “aspire”, “foresee”, “continue”, “ongoing” or the negative of these terms or variations of them or similar terminology. Forward-looking statements are based on the reasonable assumptions, estimates, analyses, beliefs and opinions of management, made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable at the date that such statements are made.
By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that CTC’s assumptions, estimates, analyses, beliefs and opinions may not be correct and that CTC’s expectations and plans will not be achieved. Although CTC believes that the forward-looking information in this document is based on information and assumptions that are current, reasonable and complete, this information is necessarily subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking information for a variety of reasons. Some of the factors – many of which are beyond management’s control and the effects of which can be difficult to predict – include (a) the risk that Helly Hansen’s business will not be integrated successfully; (b) the possibility that the anticipated benefits and synergies from the proposed acquisition cannot be realized or may take longer to realize than expected; (c) the ability of CTC and Helly Hansen to maintain relationships with customers, suppliers and other business partners; (d) the risk that regulatory approvals required for the proposed acquisition are not obtained, or are obtained on unfavorable terms; (e) the risk that regulatory approvals may delay the proposed acquisition; (f) the risk that a condition to the closing of the proposed acquisition may not be satisfied or the acquisition agreement may be terminated prior to closing; (g) risks associated with the loss and ongoing replacement of key personnel; (h) the diversion of management time and attention on the proposed acquisition; (i) credit, market, currency, operational, liquidity and funding risks generally, including changes in economic conditions, interest rates or tax rates; and (j) risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business disruption. Management cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect CTC’s results. Investors and other readers are urged to consider the foregoing risks, uncertainties, factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.
For more information on the risks, uncertainties and assumptions that could cause CTC’s actual results to differ from current expectations, please refer to sections 7.2.4 (Retail segment business risks), 12.0 (Enterprise risk management), 6.1 (Three-Year (2018-2020) financial aspirations) and all subsections thereunder of our Management’s Discussion and Analysis for the year ended December 30, 2017. Please also refer to section 2.11 (Risk Factors) of CTC’s Annual Information Form for fiscal 2017, as well as CTC’s other public filings, available on the SEDAR (System for Electronic Document Analysis and Retrieval) website at www.sedar.com and at www.corp.canadiantire.ca.
The forward-looking information contained herein is based on certain factors and assumptions as of the date hereof and does not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on CTC’s business. CTC does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by it or on its behalf, to reflect new information, future events or otherwise, except as required by applicable securities laws.
Canadian Tire Corporation, Limited, (TSX:CTC.A) (TSX:CTC) or “CTC,” is a family of businesses that includes a Retail segment, a Financial Services division and CT REIT. Our retail business is led by Canadian Tire, which was founded in 1922 and provides Canadians with products for life in Canada across its Living, Playing, Fixing, Automotive and Seasonal & Gardening divisions. PartSource and Gas+ are key parts of the Canadian Tire network. The Retail segment also includes Mark’s, a leading source for casual and industrial wear; Pro Hockey Life, the world’s largest hockey centric retailer; and FGL (Sport Chek, Hockey Experts, Sports Experts, National Sports, Intersport and Atmosphere), which offers the best active wear brands. The approximately 1,700 retail and gasoline outlets are supported and strengthened by our Financial Services division and the tens of thousands of people employed across the country by the Company and its local dealers, franchisees and petroleum retailers. For more information, visit Corp.CanadianTire.ca.
Founded in Norway in 1877, Helly Hansen continues to develop professional-grade apparel that helps people stay and feel alive.  Through insights drawn from living and working in the world’s harshest environments, the company has developed a long list of first-to-market innovations, including the first supple waterproof fabrics almost 140 years ago. Other breakthroughs include the first fleece fabrics in the 1960s, the first technical base layers in the 1970s, made with Lifa® Stay Dry Technology, and today’s award winning and patented H2Flow® temperature regulating system. Helly Hansen is a leader in technical sailing and performance ski apparel, as well as premium workwear.  Its ski uniforms are worn and trusted by more than 50,000 professionals and can be found on Olympians, National Teams, and at more than 200 ski resorts and mountain guiding operations around the world. Helly Hansen’s outerwear, base layers, sportswear and footwear are sold in more than 40 countries and trusted by outdoor professionals and enthusiasts around the world. To learn more about Helly Hansen’s latest collections, visit www.hellyhansen.com