Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On November 15, 2006, Limited Brands, Inc. (“Limited Brands”) entered into a definitive Support Agreement (the “Support Agreement”) with La Senza Corporation (“La Senza”) and MOS Maple Acquisition Corp., an indirect wholly-owned subsidiary of Limited Brands (“Bidco”). The Support Agreement provides that, upon the terms and subject to the conditions set forth therein, Bidco will commence a cash tender offer (the “Offer”) for all of the outstanding subordinate voting shares (“SV Shares”) of La Senza at an offer price of CDN $48.25 per SV Share to be paid in cash.
The Offer is subject to certain conditions, including the approval of the Canadian Competition Bureau, and the valid tender to Bidco under the Offer of at least 66 % of the issued and outstanding SV Shares on a fully-diluted basis.
In connection with the Offer, Limited Brands and Bidco have entered into a definitive Lock-Up Agreement (the “Lock-Up Agreement”) with certain shareholders of La Senza (the “Supporting Shareholders”). The Lock-Up Agreement provides that, upon the terms and subject to the conditions set forth therein, the Supporting Shareholders will support the Offer and irrevocably agree to tender to Bidco under the Offer all of their SV Shares.
A copy of the Support Agreement is attached hereto as Exhibit 1.01 and is incorporated herein by reference. A copy of the press release issued by Limited Brands on November 15, 2006 concerning the transaction is filed herewith as Exhibit 1.02 and is incorporated herein by reference.
All forward-looking statements made by Limited Brands involve material risks and uncertainties and are subject to change based on various important factors which may be beyond Limited Brands’ control. Accordingly, the forward-looking statement relating to the completion of the tender offer contemplated by the Support Agreement is subject to risks and uncertainties that could delay or prevent the completion of the tender offer, including the satisfaction of the conditions set forth in the Support Agreement and the risks and uncertainties outlined in the Offering Circular that will be mailed to the shareholders of La Senza. The Company does not undertake to publicly update or revise forward-looking statements.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure
The following information is being furnished pursuant to Item 7.01 “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On November 15, 2006, Limited Brands disseminated an investor presentation relating to the acquisition of La Senza. A copy of the investor presentation is attached hereto as Exhibit 1.03 and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
| (c) Exhibits | | | |
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| Exhibit No. | | Description | |
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| 1.01 | | Support Agreement dated November 15, 2006 among Limited Brands, Inc., La Senza Corporation and MOS Maple Acquisition Corp. | |
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| 1.02 | | Press Release dated November 15, 2006 | |
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| 1.03 | | Investor Presentation dated November 15, 2006 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | Limited Brands, Inc. |
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| Date: | November 16, 2006 | | By: | | /s/ Douglas L. Williams |
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| | | | | Name: | Douglas L. Williams |
| | | | | Title: | Senior Vice President and |
| | | | | | General Counsel |
