Company also Updates Progress of Maidenform Brands Acquisition; Company Expects the Acquisition to Close by Oct. 8, 2013, Contingent Upon Maidenform Stockholder Approval
HanesBrands (NYSE:HBI), a leading marketer of everyday basic apparel
under world-class brands, today announced that it is reaffirming its
2013 financial guidance in conjunction with investor meetings and a
presentation and webcast Wednesday, Sept. 11, 2013, at the Goldman Sachs
Global Retailing Conference.
Hanes reaffirmed its full-year 2013 guidance for sales of approximately
$4.55 billion; operating profit of $550 million to $575 million; EPS of
$3.50 to $3.65; and free cash flow of $450 million to $550 million. The
company’s guidance does not reflect any potential contributions or
impact from the acquisition of Maidenform Brands, Inc., which is
expected to close in the fourth quarter.
“We continue to track to our expectations for significant margin
expansion in 2013 with strong year-over-year growth for operating
profit, EPS and cash flow,” Hanes Chairman and Chief Executive Officer
Richard A. Noll said. “Back-to-school sales started softer than desired,
as many retailers have announced, but we saw sell-through trends for our
products improve in late August and early September. Our
Innovate-to-Elevate platforms continue to succeed and are driving margin
expansion.”
Noll and company Chief Financial Officer Richard D. Moss will meet with
investors and make a presentation on Wednesday at the Goldman Sachs
conference in New York City. The presentation, which will consist of
five to 10 minutes of company remarks followed by a Goldman
Sachs-moderated question-and-answer session, will be webcast live from
1:30 to 2:10 p.m. and will be accessible via the Hanes corporate
website, www.hanes.com/investors.
The company anticipates taking questions at the conference regarding the
progress of its proposed acquisition of Maidenform Brands (NYSE:MFB).
Hanes announced July 24, 2013, that it had entered into a definitive
agreement to acquire Maidenform Brands for $23.50 per share in an
all-cash transaction valued at approximately $575 million on an
enterprise-value basis.
The acquisition is expected to close by Tuesday, Oct. 8, 2013, pending
approval by Maidenform stockholders voting at a special meeting on
Thursday, Oct. 3, 2013, and satisfaction of other customary closing
conditions.
The acquisition has already received regulatory clearance. Maidenform
announced Aug. 28, 2013, that it had been notified by the Premerger
Notification Office of the Federal Trade Commission of the early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
As previously communicated, Hanes expects the acquisition to be
accretive to earnings per share in the first 12 months after closing and
is projected to deliver full benefits within three years of more than
$500 million in incremental annual sales, $0.60 in EPS, $80 million of
operating profit, and $65 million of free cash flow.
“The acquisition of Maidenform would add to our momentum and true
earnings power of our business,” Noll said. “A reasonable goal for 2014
EPS is in the low $4 range, including a potential 10- to 15-cent
contribution from Maidenform.”
Note on Non-GAAP Terms and Definitions
Free cash flow is not a generally accepted accounting principle measure.
Free cash flow is defined as net cash from operating activities less net
capital expenditures. Free cash flow may not be representative of the
amount of residual cash flow that is available to the company for
discretionary expenditures since it may not include deductions for
mandatory debt-service requirements and other nondiscretionary
expenditures. The company believes, however, that free cash flow is a
useful measure of the cash-generating ability of the business relative
to capital expenditures and financial performance. For 2013 guidance,
net cash provided by operating activities is expected to be
approximately $500 million to $600 million and net capital expenditures
are expected to be approximately $50 million, resulting in expectations
for non-GAAP free cash flow of approximately $450 million to $550
million.
Hanes has chosen to provide this measure to investors to enable
additional analyses of past, present and future operating performance
and as a supplemental means of evaluating company operations. Non-GAAP
information should not be considered a substitute for financial
information presented in accordance with GAAP and may be different from
non-GAAP or other pro forma measures used by other companies.
Cautionary Statement Concerning Forward-Looking Statements
This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements include
all statements that do not relate solely to historical or current facts,
and can generally be identified by the use of words such as “may,”
“believe,” “will,” “expect,” “project,” “estimate,” “intend,”
“anticipate,” “plan,” “continue” or similar expressions. In particular,
among others, statements about 2013 guidance and the HanesBrands
acquisition of Maidenform (the “acquisition”), including the expected
impact on HanesBrands’ sales, earnings, operating profit and free cash
flow, the anticipated funding of the acquisition and the expected timing
for closing the acquisition are forward-looking statements.
Forward-looking statements inherently involve many risks and
uncertainties that could cause actual results to differ materially from
those projected in these statements. Where, in any forward-looking
statement, we express an expectation or belief as to future results or
events, such expectation or belief is based on the current plans and
expectations of our management, expressed in good faith. However, there
can be no assurance that the expectation or belief will result or will
be achieved or accomplished, and actual results may differ materially
from those contemplated by the forward-looking statements. A number of
important factors could cause actual results to differ materially from
those contemplated by the forward-looking statements, including, but not
limited to our ability to achieve expected synergies and successfully
complete the integration of Maidenform, events that could give rise to a
termination of the merger agreement or failure to receive necessary
approvals or funding for the acquisition, the outcome of any litigation
related to the acquisition, and the level of expenses and other charges
related to the acquisition and the funding thereof. For further
information regarding the risks associated with HanesBrands’ and
Maidenform’s businesses, please refer to their respective filings with
the SEC and the proxy statement and other materials that have been filed
with the SEC by Maidenform in connection with the acquisition. There can
be no assurance that the acquisition will be completed, or if it is
completed, that it will close within the anticipated time period or that
the expected benefits of the acquisition will be realized. We believe
these forward-looking statements are reasonable; however, undue reliance
should not be placed on any forward-looking statements, which are based
on current expectations. All forward-looking statements speak only as of
the date hereof. We undertake no obligation to update or revise
forward-looking statements that may be made to reflect events or
circumstances that arise after the date made or to reflect the
occurrence of unanticipated events, other than as required by law.
Additional Information and Where to Find It
In connection with the acquisition, Maidenform has filed a definitive
proxy statement with the U.S. Securities and Exchange Commission (the
“SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAIDENFORM AND THE
ACQUISITION. Investors and security holders may obtain free copies of
these documents and other documents filed with the SEC at the SEC’s web
site at www.sec.gov.
In addition, the documents filed by Maidenform with the SEC may be
obtained free of charge by contacting Maidenform’s investor relations
department by telephone at (732) 621-2300 or via email at ir@maidenform.com.
Maidenform’s filings with the SEC are also available for free on its
website at ir.maidenform.com.
Participants in the Solicitation
Maidenform and its officers and directors and HanesBrands and its
officers and directors may be deemed to be participants in the
solicitation of proxies from Maidenform stockholders with respect to the
acquisition. Information about Maidenform’s officers and directors and
their ownership of Maidenform common shares is set forth in the
definitive proxy statement filed with the SEC on Aug. 27, 2013, for the
special meeting of Maidenform stockholders to be held on Oct. 3, 2013,
in connection with the acquisition. Information about HanesBrands’
officers and directors is set forth in the proxy statement for
HanesBrands’ 2013 Annual Meeting of Stockholders, which was filed with
the SEC on Feb. 21, 2013. Investors and security holders may obtain more
detailed information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
acquisition by reading the definitive proxy statement regarding the
acquisition that Maidenform filed with the SEC on Aug. 27, 2013, and
other relevant documents regarding the merger.
HanesBrands
HanesBrands is a socially responsible leading marketer of everyday basic
apparel under some of the world’s strongest apparel brands, including Hanes,
Champion, Playtex, Bali, JMS/Just My Size, barely
there, Wonderbra and Gear for Sports. The company
sells T-shirts, bras, panties, men’s underwear, children’s underwear,
socks, hosiery, and activewear produced in the company’s low-cost global
supply chain. Ranked No. 512 on the Fortune 1000 list, Hanes has
approximately 51,500 employees in more than 25 countries and takes pride
in its strong reputation for ethical business practices. Hanes is a U.S.
Environmental Protection Agency Energy Star 2013 and 2012 Sustained
Excellence Award winner and 2010 and 2011 Partner of the Year. The
company ranks No. 141 on Newsweek magazine’s list of Top 500 greenest
U.S. companies. More information about the company and its corporate
social responsibility initiatives, including environmental, social
compliance and community improvement achievements, may be found on the
Hanes corporate website at www.HanesBrands.com.
