20 Feb Billabong Sets Shareholder Vote For Merger
Billabong International Limited said it will hold a shareholder meeting on March 28 to vote on its merger with Boardriders Inc.
Boardriders, the parent of Quiksilver, DC Shoes and Roxy, has agreed to acquire Billabong for A$1.00 per share in cash, via a scheme of arrangement (the Scheme).
Boardriders is controlled by funds managed by Oaktree Capital Management, L.P. (Oaktree). Oaktree already holds approximately 19.3 percent of the Billabong Shares and is one of Billabong’s two senior lenders. Oaktree’s shares are “Excluded Shares” and will not be acquired under the Scheme, and Oaktree will not vote those shares on resolutions to approve the Scheme at the Scheme Meeting.
The Scheme Meeting will be held at 10.00 a.m. (Queensland time) on March 28, 2018. If the Scheme is approved by the requisite majorities of Billabong Shareholders (other than Excluded Shareholders) at the Scheme Meeting and all other conditions precedent are satisfied or waived (where capable of waiver), Billabong intends to apply to the Court for orders approving the Scheme.
The Scheme Booklet was registered by the Australian Securities and Investments Commission today. A copy of the Scheme Booklet, which includes an Independent Expert’s Report, a Notice of Scheme Meeting and a copy of the proxy form for the Scheme Meeting, is attached to this announcement and will be sent to Billabong Shareholders (other than Excluded Shareholders) on or about 19 February 2018 (and those Shareholders who have previously nominated an electronic means of notification to the Billabong Registry will receive an email where they can download the Scheme Booklet and lodge their proxy vote online). The Scheme Booklet provides Billabong Shareholders with information about the proposed acquisition of Billabong by Boardriders. Billabong Shareholders are encouraged to read the Scheme Booklet in its entirety.
Independent Expert’s Report
The independent expert, Grant Samuel & Associates Pty Ltd, has concluded that the Scheme is fair and reasonable and therefore in the best interests of Shareholders, in the absence of a superior proposal.
The Billabong Board continues to unanimously recommend that Billabong Shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Shareholders. Subject to those same qualifications, each Director intends to vote all the Billabong Shares held or controlled by them in favour of the Scheme.