KMD Brands Ltd (ASX: KMD) has rejected an offer from US surfwear company Stokehouse Unlimited to buy its Rip Curl business and list it separately on the share market.
KMD said in a statement to the ASX on Tuesday that it had engaged advisers to assess the concept put forward by Stokehouse, "which involved KMD Brands de-merging Rip Curl into a separate NZX and ASX listed company and subsequently merging Rip Curl with Stokehouse''.
KMD said further in its statement to the ASX:
Stokehouse proposed that after the de-merger of Rip Curl from KMD Brands, and its merger with Stokehouse, Stokehouse shareholders would own 22% of the merged entity. This proposed ownership structure is misaligned with the earnings delivered by the Stokehouse and Rip Curl businesses given Stokehouse's immaterial contribution to combined EBITDA, and would unfairly dilute KMD Brands shareholders. In addition, Mr. Naude, the current CEO of Stokehouse, would be Chief Executive of the combined business, and he would lead the business from California.
Image source: Getty Images
Not interested in a deal
KMD said that its board had carefully evaluated the proposal and determined it was not in the best interests of shareholders, "as it does not provide a clear path to enhance shareholder value, as compared to the continued execution of the Next Level transformation''.
The board said there were several reasons for its decision, including that the suite of brands within its own business was highly complementary.
They also said the Stokehouse business had limited scale and profitability and "has significant debt relative to its earnings profile''.
They also said:
There is no new capital being introduced by Stokehouse, and instead the transaction concept relies on a large capital raising by the smaller demerged Rip Curl-Stokehouse entity which would create significant further dilution for KMD Brands shareholders in addition to the dilution they would suffer through Stokehouse shareholders owning 22% of the demerged Rip Curl entity.
No value being created
KMD brands Chair David Kirk said the Stokehouse proposal, "creates no value for shareholders and is challenging from an execution standpoint''.
In addition, the combination of multiple surf brands that directly compete with each other is not a strategy that has proven effective. Our focus remains on executing the Next Level strategy, which has already gained momentum.
KMD Brands shares were 3.2% higher at 16 cents on Tuesday morning. The company's shares were changing hands at a 12-month low of 15.5 cents on Monday.
The company was valued at $110.3 million at the close of trade on Monday.
KMD will release its first-half results to the market tomorrow, 25 March.
