Dress Barn's Purchase Of Tween Brands Lifts Eyebrows
June 25 2009 - 12:33PM
Dow Jones News
Dress Barn Inc. (DBRN) is buying Tween Brands Inc. (EWB) in a
move that is raising eyebrows because of the companies' different
merchandise mixes.
The move is also drawing attention as a possible signpost of
more mergers in an industry that is looking for ways to get through
one of the longest recessions in memory with as few bankruptcies as
possible.
The all-stock deal is worth about $157 million, with women's
apparel chain Dress Barn swapping 0.47 share for each share of
Tween Brands, which caters to 7- to 14-year-olds. The price
represents a roughly 20% premium over Tween Brands' closing price
of $5.19 on Wednesday.
The move is especially unusual for the specialty apparel group,
where retailers generally do not own their stores, which means
there is no hard asset value in mergers, just the taking on of
operations and inventory, said Brian Sozzi, retail analyst at Wall
Street Strategies.
That can lessen the benefits of doing this kind of deal, Sozzi
said. "This seems more of a cost-cutting move" that may give the
companies' better terms in making purchases as a larger entity.
The merger does allow Dress Barn to diversify, but Scozzi said
that it's "a risky move in this environment."
Sozzi said a better combination would be two specialty retailers
in the same field, like teen stores Pacific Sunwear of California
Inc. (PSUN) and Quiksilver Inc. (ZQK).
The deal is not a big one because Tween Brands' stock was
trading so low, but investors like the deal. Tween Brands' stock
was recently up 21% at $6.78, and Dress Barn's shares rose 10% to
$14.55.
"There could be companies that buy other companies at these
valuations," said Jennifer Black, president of Jennifer Black &
Associates. "But nonetheless this deal is unusual because there
seems to be no overlap."
Tween Brands will be a wholly owned subsidiary of Dress Barn,
with Tween Brands Chairman and Chief Executive Mike Rayden staying
on to manage the Tween Brands operation. Rayden is also expected to
receive a seat on Dress Barn's board, and Tween Brands Chief
Financial Officer Rolando de Aguiar is expected to stay with the
company.
Executives from Dress Barn and Tween Brands weren't immediately
available for comment.
The deal, which is subject to shareholder approval, is one of
the first mergers to be announced by retailers during the 19
month-long recession. One of the few mergers in the sector was Toys
"R" Us buying fellow toy retailer FAO Schwarz late last month.
And the Dress Barn and Tween Brands deal runs counter to the
trend of specialty retailers divesting operations.
Teen-apparel retailer Abercrombie & Fitch Co. (ANF) recently
announced it is closing its higher-end Ruehl chain. Pacific Sunwear
of California closed about 150 demo stores that targeted the urban
market. American Eagle Outfitters Inc. (AEO) is struggling with its
Martin + Osa units.
Dress Barn is a discounter that focuses on professional women
with 841 namesake stores and 716 Maurices stores that target
younger women. Tween Brands has 908 Justice stores that offer
low-priced fashions largely to preteens.
Justice had competition from Gap Inc.'s (GPS) kids stores and is
now looking at new pressures from Aeropostale Inc. (ARO), which has
been successful at selling to teenagers during the recession and is
receiving solid reviews from analysts for its just-opened P.S. from
Aeropostale stores that target younger girls and boys.
Tween Brands has been struggling. Last last month, it posted a
fiscal first-quarter loss of $1.4 million, or 6 cents a share,
compared with earnings of $4.3 million, or 17 cents a share, a year
earlier. Sales fell 18% to $205.2 million. The company has been on
a cost-cutting drive and has just about completed its transition to
the Justice store brand from Tween Brands.
Meanwhile, also in late May, Dress Barn posted a fiscal
third-quarter profit that slid by a less-than-expected 4.4%. Sales
rose 6.6% to $375.7 million.
The merger agreement has a $5.15 million termination fee and the
requirement that if it falls through Tween Brands reimburses Dress
Barn's out-of-pocket expenses for up to $1 million.
-By Karen Talley, Dow Jones Newswires; 212-416-2196;
karen.talley@dowjones.com