Fiskars Corporation Acquires the Renowned WWRD and Extends Its Portfolio With Iconic Luxury Home and Lifestyle Brands

PR60458

HELSINKI, May 11, 2015/PRN=KYODO JBN/ --

Fiskars Corporation (Fiskars) ( NASDAQ OMX Helsink : FIS1V ), a leading global

supplier of consumer products for the home, garden and outdoors, has agreed to

acquire the WWRD group of companies (WWRD) and its portfolio of iconic luxury

home and lifestyle brands, which include Waterford, Wedgwood, Royal Doulton,

Royal Albert and Rogaska. Fiskars continues executing its growth strategy and

becomes a leading global branded consumer goods company in the luxury and

premium home and lifestyle products market, with a clear focus on tabletop,

giftware and interior decor. For Fiskars Living business, the WWRD acquisition

will create a strong presence in the U.S., and will further enhance Fiskars'

market position in Europe and Asia-Pacific.

Fiskars has on May 10, 2015 agreed to buy 100% of the shares in the holding

company of the WWRD group, including its brands and business operations from

the U.S.-based private equity firm KPS Capital Partners. Fiskars will also

acquire certain intercompany receivables. The purchase price payable is USD 437

million (EUR 406 million) on a cash and debt free basis, subject to a post

completion adjustment based upon the level of net working capital and cash and

debt in the acquired business on a closing date. Fiskars will finance the

acquisition by monetizing its holdings in short term interest rate funds. The

transaction is subject to the completion of the antitrust filing under the U.S.

Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), and it is expected to

close in the beginning of July 2015.

According to unaudited special purpose carve-out financial information, the net

sales of WWRD equalled USD 432 million (EUR 402 million) and preliminary EBIT

USD 33 million (EUR 31 million) at company's constant currency rates in fiscal

year ending on April 4, 2015. The estimated geographic distribution of the

aforementioned net sales is Americas 44%, Asia-Pacific 35%, and Europe 21%.

Fiskars' outlook for 2015 published in Q1 2015 interim report on April 30, 2015

does not take into account the impact of the now disclosed acquisition on the

company's net sales or operating profit for 2015. Potential implications on

Fiskars' outlook for 2015 will be announced later when a reasoned estimate can

be made.

Upon the closing of the transaction, Fiskars and WWRD will start building a

successful future together as part of a strong family of highly renowned

brands. The management of WWRD will report to Mr. Kari Kauniskangas, President

and CEO of Fiskars Corporation.    

"We are delighted to be bringing together WWRD's portfolio of iconic luxury

home and lifestyle brands with Fiskars' highly regarded Living brands of

Iittala, Royal Copenhagen, Arabia and Rorstrand, which are renowned for their

Scandinavian design and heritage. After the acquisitions of Iittala Group Ltd.

in 2007, Royal Copenhagen A/S in 2013 and now WWRD, Fiskars Group is set to

become a leading global branded consumer goods company in the area of luxury

and premium home and lifestyle products focusing on table top, giftware and

interior decor," says Kari Kauniskangas, President and CEO of Fiskars

Corporation.

"Through the acquisition we will create a strong presence for the Fiskars

Living business in the U.S., and further enhance Fiskars' market position in

Europe and Asia-Pacific. Fiskars will now have a balanced portfolio of

businesses. Our Functional products and Living products business units will

become approximately equal in size and all business units, including Outdoor,

will continue as  important parts of our company and will be developed

according to our strategy," continues Mr. Kauniskangas.

The brand portfolios and product offerings of Fiskars Living business and WWRD

complement each other exceptionally well. Fiskars will continue to develop all

WWRD and Fiskars Living brands, as the success of each brand stems from

preserving their intrinsic values. As a company with centuries of history, the

heritage and longevity of WWRD's brands resonates strongly with Fiskars. The

unique offering of each brand is based on a combination of their heritage and

history. Fiskars will focus on strengthening these unique brands based on

Fiskars' consumer insight and deep understanding of consumer goods industry

drivers and on leveraging common success models across them.

"We look forward very much to building a joint future with Fiskars. There is an

excellent fit with the brand portfolios of both companies, and we will be able

to build a joint success that will stem from the deep roots and core values of

both the WWRD and Fiskars' Living brands. We are delighted to be getting an

owner that has strong industry experience and an impressive 365 years of

heritage in Scandinavian design. I am confident that these strengths, together

with our continued focus on contemporary relevance, will ensure that the WWRD

brands will retain and indeed grow their iconic status around the world and

capture the ongoing growth in luxury demand," says Mr. Pierre de Villemejane

CEO of WWRD.

WWRD brands are synonymous with exquisite design, exacting quality and skilled

craftsmanship  

WWRD manufactures, distributes and sells globally renowned brands with

centuries of heritage. The portfolio includes Wedgwood (established in 1759),

Waterford (1783), Royal Doulton (1815), Royal Albert (1904), and Rogaska

(1665). WWRD has a global footprint and has manufacturing sites in England,

Ireland, Slovenia and Indonesia. The retail store structure consists of 226 own

stores, of which 76 are owned by WWRD and the remaining 150 are concession

stores. WWRD products are also sold in luxury and premium department stores and

by specialty retailers in over 100 countries and 10,000 locations. WWRD employs

3,800 employees across 14 countries and, after the acquisition, Fiskars Group

will employ a total of 8,600 employees.

WWRD has high-profile licensing partnerships and collaborations with leading

designers and innovators in the home and lifestyle market, including: Vera

Wang, Jasper Conran, John Rocha, Monique Lhuillier, Gordon Ramsay, Donna Hay,

Miranda Kerr, Jo Sampson, Barber and Osgerby.

Preliminary unaudited combined financial information

Basis for preparation

The unaudited combined financial information presented below is based on

Fiskars Group's audited financial statements for the financial year 2014 and

WWRD Holding Limited's unaudited special purpose carve-out financial

information for the 12 months period ended April 4, 2015.

The combined financial information is for illustrative purposes only. The

combined financial information gives an indication of the combined company's

sales and earnings assuming the activities were included in the same company

from the beginning of the last financial year. The combined financial

information is based on a hypothetical situation and should not be viewed as

pro forma financial information as purchase price allocation, transaction

costs, differences in accounting principles, financing costs and effects of the

financial year alignments have not been taken into account. The difference

between preliminary consideration to be transferred and WWRD's carve-out net

assets has been allocated to non-current assets on the illustrative combined

balance sheet.

For the purpose of this illustrative combined financial information, the

preliminary consideration to be transferred has been assumed to be financed by

monetizing Fiskars' holdings in short term interest rate funds. The effects of

the planned financing have been taken into account in the illustrative balance

sheet information. However, no adjustment for any additional financing costs

has been included in the illustrative income statement information.

WWRD's income statement and balance sheet information and all before mentioned

financial figures have been converted into EUR using the EUR/USD exchange rate

as at 31 March 2015 (1.0759).

For the purposes of financial reporting, the actual consolidated financial

statements of Fiskars will, however, be calculated based on the consideration

transferred and the fair values of WWRD's identifiable assets and liabilities

at the closing date and as a result, the consolidated income statement will

reflect the amortization and depreciation charges of the acquired assets

recognized at fair value. Balance sheet items could therefore differ

significantly from the combined financial information presented below and, as a

result, have a significant impact on other items included in the income

statement of the combined company. As such, the preliminary combined financial

information presented below is not necessarily indicative of future results of

operations or financial position of Fiskars.

Further the financial information for WWRD has been prepared on a "carve-out"

basis and it does not necessarily reflect what its combined results of

operations and financial position of WWRD would have been, had WWRD operated as

an independent group and had it presented stand-alone financial information

under IFRS during the periods presented. Moreover, the carve-out financial

information may not be indicative of WWRD's future performance of the operative

activities aggregated within Fiskars.

Unaudited illustrative combined income statement information (2014)

    EUR million                       Combined   Fiskars*     WWRD

                                       company

    Net sales                          1 169.1    767.5**    401.6

    Operating profit (EBIT) excluding

    non-recurring items                   90.5     59.6**     30.9

    Profit before taxes                   85.9     82.8        3.1

    Profit for the period                 63.7     62.6**      1.1

    *Fiskars Profit before taxes and Profit for the period exclude

    non-recurring profit from the sale and revaluation of Wartsila

    shares and net change in fair value of investment portfolio:

    EUR 703.9 million excluded from Profit before taxes and

    EUR 710.7 million excluded from Profit for the period.

    ** Incl. the recently acquired watering business as if acquired on

    January 1, 2014, Fiskars' pro forma net sales would have been

    EUR 842.3 million, Operating profit (EBIT) excl. non-recurring

    items EUR 58.3 million and Profit for the period EUR 61.8 million.

    Unaudited illustrative combined balance sheet information

   (Fiskars: December 31, 2014, WWRD: April 4, 2015)

    EUR million                                  Combined   Fiskars    WWRD

                                                            company*

    Non-current assets                              775.3     478.8   175.1

    Current assets (excluding cash)                 955.5   1 077.1   178.3

    Cash and cash equivalents                        40.5      33.6     6.9

    Total assets                                  1 771.3   1 589.5   360.3

    Equity                                        1 153.2   1 153.2   178.6

    Non-current liabilities                         193.7      90.9   102.8

    Current liabilities                             424.4     345.4      79

    Total equity and liabilities                  1 771.3   1 589.5   360.3

*For illustrative purposes, Combined company includes allocation of estimated

purchase price payable to Current assets (excluding cash), allocation of the

difference between preliminary consideration to be transferred and WWRD's

carve-out net assets to Non-current assets and elimination of WWRD's equity.

FISKARS CORPORATION

Kari Kauniskangas

President and CEO

Analyst and press conference:

An analyst and press conference will be held on May 11, 2015 at 12:00 am in

Hotel Scandic Simonkentta (Simonkatu 9, 00100 Helsinki, Finland). Presentation

materials will be available after the event at http://www.fiskarsgroup.com.

Media kit:

A media kit with additional information on Fiskars Group's and WWRD's brands as

well as press images and logos is available at http://www.fiskarsgroup.com/wwrd

Fiskars - celebrating centuries of pride, passion and design. Every day.

Established in 1649 as an ironworks in a small Finnish village, Fiskars has

grown to be a leading global supplier of consumer products for the home, garden

and outdoors. Available in more than 60 countries, Fiskars products solve

everyday problems, making daily home, garden and outdoor projects easier and

more enjoyable through superior performance and design. Fiskars is listed on

NASDAQ OMX Helsinki (FIS1V), and the company's net sales were 768 million euro

in 2014. The company employs 4,800 people in 20 countries. Before the

acquisition of WWRD, the Group's key international brands have been Fiskars,

Iittala and Gerber.http://www.fiskarsgroup.com

WWRD

WWRD is a leading provider of luxury home and lifestyle products worldwide.

WWRD manufactures, distributes and sells well-recognised brands including

Waterford, Wedgwood, Royal Doulton, Royal Albert and Rogaska. WWRD maintains

unique licensing arrangements with some of the most high-profile designers and

innovators in the home and lifestyle market, including Vera Wang, Jasper

Conran, Monique Lhuillier, John Rocha, Gordon Ramsay, Donna Hay, Jo Sampson and

Miranda Kerr. WWRD products are distributed through premium department stores

and independent retailers and wholesalers around the world, including the

United States, the United Kingdom, Japan, China, Taiwan, Korea, Canada,

Australia and Ireland. The company employs 3,800 people worldwide. WWRD is the

proud holder of the Royal Warrants by Appointment for tableware and giftware to

Her Majesty The Queen for Wedgwood, and to His Royal Highness The Prince of

Wales and Her Majesty The Queen for Royal Doulton. http://www.wwrd.com

KPS Capital Partners LP

KPS is the manager of the KPS Special Situations Funds, a family of investment

funds with more than $5.7 billion of assets under management. KPS seeks to

realize significant capital appreciation by making controlling equity

investments in companies across a diverse range of manufacturing industries

experiencing a period of transition or challenged by the need to effect

immediate and significant change. The KPS investment strategy is based

primarily upon partnering with world-class management teams to effect material

and sustainable improvements in the operations of its businesses. Thereafter,

KPS focuses on growing its businesses, both organically and through strategic

acquisitions. KPS portfolio companies have aggregate annual revenues of

approximately $6.4 billion, operate 106 manufacturing facilities in 26

countries, and employ more than 45,000 associates, directly and through joint

ventures worldwide. The KPS investment strategy and portfolio companies are

described in detail at http://www.kpsfund.com

SOURCE: Fiskars Corporation