Fiskars - Tender offer

Fiskars Corporation acquires the renowned WWRD and extends its portfolio with iconic luxury home and lifestyle brands

Fiskars Corporation       Stock Exchange Release     May 11, 2015 at 08:00 EET

Fiskars Corporation (Fiskars), a leading global supplier of consumer products
for the home, garden and outdoors, has agreed to acquire the WWRD group of
companies (WWRD) and its portfolio of iconic luxury home and lifestyle brands,
which include Waterford, Wedgwood, Royal Doulton, Royal Albert and Rogaška.
Fiskars continues executing its growth strategy and becomes a leading global
branded consumer goods company in the luxury and premium home and lifestyle
products market, with a clear focus on tabletop, giftware and interior décor.
For Fiskars Living business, the WWRD acquisition will create a strong presence
in the U.S., and will further enhance Fiskars' market position in Europe and
Asia-Pacific. 

Fiskars has on May 10, 2015 agreed to buy 100% of the shares in the holding
company of the WWRD group, including its brands and business operations from
the U.S.-based private equity firm KPS Capital Partners. Fiskars will also
acquire certain intercompany receivables. The purchase price payable is USD 437
million (EUR 406 million) on a cash and debt free basis, subject to a post
completion adjustment based upon the level of net working capital and cash and
debt in the acquired business on a closing date. Fiskars will finance the
acquisition by monetizing its holdings in short term interest rate funds. The
transaction is subject to the completion of the antitrust filing under the U.S.
Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), and it is expected to
close in the beginning of July 2015. 

According to unaudited special purpose carve-out financial information, the net
sales of WWRD equalled USD 432 million (EUR 402 million) and preliminary EBIT
USD 33 million (EUR 31 million) at company's constant currency rates in fiscal
year ending on April 4, 2015. The estimated geographic distribution of the
aforementioned net sales is Americas 44%, Asia-Pacific 35%, and Europe 21%. 

Fiskars' outlook for 2015 published in Q1 2015 interim report on April 30, 2015
does not take into account the impact of the now disclosed acquisition on the
company's net sales or operating profit for 2015. Potential implications on
Fiskars' outlook for 2015 will be announced later when a reasoned estimate can
be made. 

Upon the closing of the transaction, Fiskars and WWRD will start building a
successful future together as part of a strong family of highly renowned
brands. The management of WWRD will report to Mr. Kari Kauniskangas, President
and CEO of Fiskars Corporation. 

“We are delighted to be bringing together WWRD's portfolio of iconic luxury
home and lifestyle brands with Fiskars' highly regarded Living brands of
Iittala, Royal Copenhagen, Arabia and Rörstrand, which are renowned for their
Scandinavian design and heritage. After the acquisitions of Iittala Group Ltd.
in 2007, Royal Copenhagen A/S in 2013 and now WWRD, Fiskars Group is set to
become a leading global branded consumer goods company in the area of luxury
and premium home and lifestyle products focusing on table top, giftware and
interior décor,” says Kari Kauniskangas, President and CEO of Fiskars
Corporation. 

“Through the acquisition we will create a strong presence for the Fiskars
Living business in the U.S., and further enhance Fiskars' market position in
Europe and Asia-Pacific. Fiskars will now have a balanced portfolio of
businesses. Our Functional products and Living products business units will
become approximately equal in size and all business units, including Outdoor,
will continue as  important parts of our company and will be developed
according to our strategy,” continues Mr. Kauniskangas. 

The brand portfolios and product offerings of Fiskars Living business and WWRD
complement each other exceptionally well. Fiskars will continue to develop all
WWRD and Fiskars Living brands, as the success of each brand stems from
preserving their intrinsic values. As a company with centuries of history, the
heritage and longevity of WWRD's brands resonates strongly with Fiskars. The
unique offering of each brand is based on a combination of their heritage and
history. Fiskars will focus on strengthening these unique brands based on
Fiskars' consumer insight and deep understanding of consumer goods industry
drivers and on leveraging common success models across them. 

“We look forward very much to building a joint future with Fiskars. There is an
excellent fit with the brand portfolios of both companies, and we will be able
to build a joint success that will stem from the deep roots and core values of
both the WWRD and Fiskars' Living brands. We are delighted to be getting an
owner that has strong industry experience and an impressive 365 years of
heritage in Scandinavian design. I am confident that these strengths, together
with our continued focus on contemporary relevance, will ensure that the WWRD
brands will retain and indeed grow their iconic status around the world and
capture the ongoing growth in luxury demand,” says Mr. Pierre de Villeméjane
CEO of WWRD. 

WWRD brands are synonymous with exquisite design, exacting quality and skilled
craftsmanship 

WWRD manufactures, distributes and sells globally renowned brands with
centuries of heritage. The portfolio includes Wedgwood (established in 1759),
Waterford (1783), Royal Doulton (1815), Royal Albert (1904), and Rogaška
(1665). WWRD has a global footprint and has manufacturing sites in England,
Ireland, Slovenia and Indonesia. The retail store structure consists of 226 own
stores, of which 76 are owned by WWRD and the remaining 150 are concession
stores. WWRD products are also sold in luxury and premium department stores and
by specialty retailers in over 100 countries and 10,000 locations. WWRD employs
3,800 employees across 14 countries and, after the acquisition, Fiskars Group
will employ a total of 8,600 employees. 

WWRD has high-profile licensing partnerships and collaborations with leading
designers and innovators in the home and lifestyle market, including: Vera
Wang, Jasper Conran, John Rocha, Monique Lhuillier, Gordon Ramsay, Donna Hay,
Miranda Kerr, Jo Sampson, Barber and Osgerby. 

Preliminary unaudited combined financial information

Basis for preparation

The unaudited combined financial information presented below is based on
Fiskars Group's audited financial statements for the financial year 2014 and
WWRD Holding Limited's unaudited special purpose carve-out financial
information for the 12 months period ended April 4, 2015. 

The combined financial information is for illustrative purposes only. The
combined financial information gives an indication of the combined company's
sales and earnings assuming the activities were included in the same company
from the beginning of the last financial year. The combined financial
information is based on a hypothetical situation and should not be viewed as
pro forma financial information as purchase price allocation, transaction
costs, differences in accounting principles, financing costs and effects of the
financial year alignments have not been taken into account. The difference
between preliminary consideration to be transferred and WWRD's carve-out net
assets has been allocated to non-current assets on the illustrative combined
balance sheet. 

For the purpose of this illustrative combined financial information, the
preliminary consideration to be transferred has been assumed to be financed by
monetizing Fiskars' holdings in short term interest rate funds. The effects of
the planned financing have been taken into account in the illustrative balance
sheet information. However, no adjustment for any additional financing costs
has been included in the illustrative income statement information. 

WWRD's income statement and balance sheet information and all before mentioned
financial figures have been converted into EUR using the EUR/USD exchange rate
as at 31 March 2015 (1.0759). 

For the purposes of financial reporting, the actual consolidated financial
statements of Fiskars will, however, be calculated based on the consideration
transferred and the fair values of WWRD's identifiable assets and liabilities
at the closing date and as a result, the consolidated income statement will
reflect the amortization and depreciation charges of the acquired assets
recognized at fair value. Balance sheet items could therefore differ
significantly from the combined financial information presented below and, as a
result, have a significant impact on other items included in the income
statement of the combined company. As such, the preliminary combined financial
information presented below is not necessarily indicative of future results of
operations or financial position of Fiskars. 

Further the financial information for WWRD has been prepared on a “carve-out”
basis and it does not necessarily reflect what its combined results of
operations and financial position of WWRD would have been, had WWRD operated as
an independent group and had it presented stand-alone financial information
under IFRS during the periods presented. Moreover, the carve-out financial
information may not be indicative of WWRD's future performance of the operative
activities aggregated within Fiskars. 

Unaudited illustrative combined income statement information (2014)

EUR million                                            Combined  Fiskars*   WWRD
                                                        company                 
--------------------------------------------------------------------------------
Net sales                                               1 169.1   767.5**  401.6
--------------------------------------------------------------------------------
Operating profit (EBIT) excluding                          90.5    59.6**   30.9
 non-recurring items                                                            
--------------------------------------------------------------------------------
Profit before taxes                                        85.9      82.8    3.1
--------------------------------------------------------------------------------
Profit for the period                                      63.7    62.6**    1.1
--------------------------------------------------------------------------------

*Fiskars Profit before taxes and Profit for the period exclude non-recurring
profit from the sale and revaluation of Wärtsilä shares and net change in fair
value of investment portfolio: EUR 703.9 million excluded from Profit before
taxes and EUR 710.7 million excluded from Profit for the period. 
** Incl. the recently acquired watering business as if acquired on January 1,
2014, Fiskars' pro forma net sales would have been EUR 842.3 million, Operating
profit (EBIT) excl. non-recurring items EUR 58.3 million and Profit for the
period EUR 61.8 million. 

Unaudited illustrative combined balance sheet information (Fiskars: December
31, 2014, WWRD: April 4, 2015) 

EUR million                      Combined company*  Fiskars   WWRD
------------------------------------------------------------------
Non-current assets                           775.3    478.8  175.1
------------------------------------------------------------------
Current assets (excluding cash)              955.5  1 077.1  178.3
------------------------------------------------------------------
Cash and cash equivalents                     40.5     33.6    6.9
------------------------------------------------------------------
Total assets                               1 771.3  1 589.5  360.3
------------------------------------------------------------------
------------------------------------------------------------------
Equity                                     1 153.2  1 153.2  178.6
------------------------------------------------------------------
Non-current liabilities                      193.7     90.9  102.8
------------------------------------------------------------------
Current liabilities                          424.4    345.4   79.0
------------------------------------------------------------------
Total equity and liabilities               1 771.3  1 589.5  360.3
------------------------------------------------------------------

*For illustrative purposes, Combined company includes allocation of estimated
purchase price payable to Current assets (excluding cash), allocation of the
difference between preliminary consideration to be transferred and WWRD's
carve-out net assets to Non-current assets and elimination of WWRD's
equity.*For illustrative purposes, Combined company includes allocation of
estimated purchase price payable to Current assets (excluding cash), allocation
of the difference between preliminary consideration to be transferred and
WWRD's carve-out net assets to Non-current assets and elimination of WWRD's
equity. 


FISKARS CORPORATION


Kari Kauniskangas
President and CEO


Further information:
President and CEO Kari Kauniskangas, Fiskars Corporation, tel. +358 204 39 5500
COO and CFO Teemu Kangas-Kärki, Fiskars Corporation, tel. +358 204 39 5703

Media contacts:
Fiskars Corporation: Kaisa Rajala, tel. +358 204 39 5745 (Finnish media), Kare
Laukkanen, Hill+Knowlton UK, tel. +44 74 697 66 223 (international media) 
WWRD: Powerscourt - Rory Godson / Rob Greening / Lisa Kavanagh, tel. +44 207
250 1446 
KPS: Kekst and Company - Mark Semer tel. +1 212 521 4802

Analyst and press conference:
An analyst and press conference will be held on May 11, 2015 at 12:00 am in
Hotel Scandic Simonkenttä (Simonkatu 9, 00100 Helsinki, Finland). Presentation
materials will be available after the event at www.fiskarsgroup.com. 

Media kit:
A media kit with additional information on Fiskars Group's and WWRD's brands as
well as press images and logos is available at www.fiskarsgroup.com/wwrd 


Fiskars - celebrating centuries of pride, passion and design. Every day.
Established in 1649 as an ironworks in a small Finnish village, Fiskars has
grown to be a leading global supplier of consumer products for the home, garden
and outdoors. Available in more than 60 countries, Fiskars products solve
everyday problems, making daily home, garden and outdoor projects easier and
more enjoyable through superior performance and design. Fiskars is listed on
NASDAQ OMX Helsinki, and the company's net sales were 768 million euro in 2014.
The company employs 4,800 people in 20 countries. Before the acquisition of
WWRD, the Group's key international brands have been Fiskars, Iittala and
Gerber. www.fiskarsgroup.com 

WWRD
WWRD is a leading provider of luxury home and lifestyle products worldwide.
WWRD manufactures, distributes and sells well-recognised brands including
Waterford, Wedgwood, Royal Doulton, Royal Albert and Rogaška. WWRD maintains
unique licensing arrangements with some of the most high-profile designers and
innovators in the home and lifestyle market, including Vera Wang, Jasper
Conran, Monique Lhuillier, John Rocha, Gordon Ramsay, Donna Hay, Jo Sampson and
Miranda Kerr. WWRD products are distributed through premium department stores
and independent retailers and wholesalers around the world, including the
United States, the United Kingdom, Japan, China, Taiwan, Korea, Canada,
Australia and Ireland. The company employs 3,800 people worldwide. WWRD is the
proud holder of the Royal Warrants by Appointment for tableware and giftware to
Her Majesty The Queen for Wedgwood, and to His Royal Highness The Prince of
Wales and Her Majesty The Queen for Royal Doulton. www.wwrd.com 

KPS Capital Partners LP
KPS is the manager of the KPS Special Situations Funds, a family of investment
funds with more than $5.7 billion of assets under management. KPS seeks to
realize significant capital appreciation by making controlling equity
investments in companies across a diverse range of manufacturing industries
experiencing a period of transition or challenged by the need to effect
immediate and significant change. The KPS investment strategy is based
primarily upon partnering with world-class management teams to effect material
and sustainable improvements in the operations of its businesses. Thereafter,
KPS focuses on growing its businesses, both organically and through strategic
acquisitions. KPS portfolio companies have aggregate annual revenues of
approximately $6.4 billion, operate 106 manufacturing facilities in 26
countries, and employ more than 45,000 associates, directly and through joint
ventures worldwide. The KPS investment strategy and portfolio companies are
described in detail at www.kpsfund.com

Attachments:

20150511 Fiskars acquires WWRD_eng.pdf