Steiner Leisure Limited's Shareholders Approve Acquisition by Catterton
November 23 2015 - 9:17AM
Steiner Leisure Limited (NASDAQ:STNR) ("Steiner Leisure" or "the
Company"), a worldwide provider and innovator in the fields of
beauty, wellness and education, today announced that its
shareholders approved the previously announced acquisition of
Steiner Leisure by Catterton, the leading consumer-focused private
equity firm, at the Company's special meeting of shareholders held
today.
Upon completion of the transaction, valued at approximately $925
million, including assumed net debt, Steiner Leisure shareholders
will receive $65 per share in cash for each share of Steiner
Leisure common stock they own.
The transaction is expected to close in the fourth quarter of
2015 or early in 2016, subject to the receipt of certain regulatory
approvals and the satisfaction of other customary closing
conditions.
About Steiner Leisure Limited
Steiner Leisure Limited is a worldwide provider and innovator in
the fields of beauty, wellness and education, dedicated to
maintaining the highest quality standards and continually evolving
to include and anticipate new developments within the industry.
Steiner Leisure aims to maintain and expand its existing diverse
portfolio of services, products and brands, as well as to seek out
new opportunities to complement its business.
Steiner Leisure services include traditional and alternative
massage, body and skin treatment options, fitness, acupuncture,
herbal medicine, and medi-spa treatments. Steiner Leisure provides
its customers with a wide-ranging assortment of premium skin, body
and hair care products under the Elemis®, La Thérapie™, Bliss®,
Remède®, Laboratoire Remède® and Jou® brands. Its products are
distributed through over 200 Steiner Leisure-operated day spas,
resorts and spas-at-sea under its Elemis®, Mandara®, Chavana®,
Bliss® and Remède® brands.
Steiner Leisure's Ideal Image is the nation's largest cosmetic
and aesthetic services provider in the U.S. Those services are
provided by highly trained, experienced practitioners through a
nationwide network of 127 treatment centers across 31 states, as
well as two locations in Canada.
Steiner Leisure is also an accredited educator teaching students
the skills necessary to be a spa professional, including massage
and skincare services. For more information, please see
www.steinerleisure.com.
About Catterton
Catterton is a leading consumer-focused private equity firm with
more than $4.0 billion currently under management and a twenty-six
year track record of success in building high growth companies.
Since its founding in 1989, Catterton has leveraged its category
insight, strategic and operating skills, and network of industry
contacts to establish one of the strongest private equity
investment track records in the middle market. Catterton invests in
well-positioned and distinctive businesses across all major
consumer segments, including Food and Beverage, Retail and
Restaurants, Consumer Products and Services, Consumer Health, and
Media and Marketing Services. Some of Catterton's investments
include: Restoration Hardware, CorePower Yoga, Pure Barre,
StriVectin, Cover FX, Frederic Fekkai, Baccarat, PIRCH, Outback
Steakhouse, Plum Organics, Mendocino Farms, Noodles & Company,
John Hardy, Build-A-Bear Workshop, Wellness and Nature's Variety
pet food, Odwalla and P.F. Chang's, to name a few. More information
about Catterton can be found at catterton.com.
Forward-Looking Statements
Any statements in this press release about prospective
performance and plans for the Company, the expected timing of the
completion of the proposed merger and the ability to complete the
proposed merger, and other statements containing the words
"estimates," "believes," "anticipates," "plans," "expects," "will"
and similar expressions, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Factors or risks that could cause the Company's actual results to
differ materially from the results the Company anticipates include,
but are not limited to: (i) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; (ii) the inability to complete the proposed
merger due to the failure to satisfy conditions to completion of
the proposed merger, including the receipt of required regulatory
approvals; (iii) the failure to obtain the necessary financing
arrangements as set forth in the debt and equity commitment letters
delivered pursuant to the merger agreement, or the failure of the
proposed merger to close for any other reason; (iv) risks
related to disruption of management's attention from the Company's
ongoing business operations due to the transaction; (v) the
outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted against the Company and
others relating to the merger agreement; (vi) the risk that
the pendency of the proposed merger disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the pendency of the proposed merger; (vii) the
effect of the announcement of the proposed merger on the Company's
relationships with its customers, operating results and business
generally; and (viii) the amount of the costs, fees, expenses
and charges related to the proposed merger. Consider these factors
carefully in evaluating the forward-looking statements. Additional
factors that may cause results to differ materially from those
described in the forward-looking statements are set forth in the
Company's Annual Report on Form 10–K for the fiscal year ended
December 31, 2014, which was filed with the Securities and Exchange
Commission (the "SEC") on March 2, 2015, under the heading
"Item 1A. Risk Factors," and in subsequently filed Forms 10-Q
and 8-K. The forward-looking statements represent the Company's
views as of the date on which such statements were made and the
Company undertakes no obligation to publicly update such
forward-looking statements.
CONTACT: Steiner Leisure Contacts:
Leonard Fluxman
President and Chief Executive Officer
305-284-1415
Stephen Lazarus
Chief Operating Officer and Chief Financial Officer
305-284-1421
Catterton Contacts:
Eric Brielmann / Andi Rose / Alyssa Cass
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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