PPR (FR 0000121485, PRTP.PA, PPFP) announced today that its wholly owned subsidiary, Transfer Holding, Inc., is commencing a cash tender offer to purchase all outstanding shares of common stock of Volcom, Inc. (NASDAQ: VLCM). On May 2, 2011, the companies previously announced a definitive merger agreement, whereby PPR would acquire Volcom in a cash tender offer and subsequent merger at a price of $24.50 per Volcom share, in cash. The total enterprise value of the transaction is approximately $516.1 million.
If all closing conditions are met, including the requirement that at least a majority of the outstanding shares of Volcom common stock (on a fully diluted basis) are tendered, any remaining shares not tendered will be converted into the right to receive the same consideration in cash in connection with a merger of Transfer Holding into Volcom. Following the transaction, Volcom will be a wholly owned subsidiary of PPR.
Today PPR will file with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO that provides the terms of the tender offer, and Volcom will file a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Volcom's board of directors that Volcom stockholders accept the tender offer and tender their shares into the offer. As previously disclosed, Volcom's board of directors has unanimously approved the transaction.
The tender offer will expire at midnight, New York City time, on Thursday, June 9, 2011, unless extended in accordance with the definitive agreement between PPR and Volcom and the applicable rules and regulations of the SEC. The closing of the tender offer is conditioned on, among other things, the valid tender of a majority of the outstanding shares of Volcom common stock on a fully diluted basis. The closing of the transaction is also conditioned upon the expiration or termination of any applicable waiting or review period under the Hart-Scott-Rodino Antitrust Improvements Act or any other antitrust or competition law and upon other customary closing conditions. As previously disclosed, stockholders holding shares representing approximately 14.4% of Volcom's common stock have agreed to tender all of their shares into the tender offer.