COMPANY UPDATE 7/5/12 Exhibit 99.5 |
COMPANY UPDATE • On July 5, 2012, LaCrosse Footwear, Inc entered into a definitive agreement to be acquired by ABC-MART, INC, Japan’s leading retailer of athletic, business and casual footwear. • Shareholders will receive $20 cash per share for a total transaction value of approximately $138 million. • The transaction is expected to close in the third quarter of 2012. • LaCrosse will become a wholly-owned U.S. subsidiary of ABC- MART and will continue to be headquartered in Portland, Oregon. • The company will remain focused on its 2012 key initiatives and commitment to serving our customers and markets as always. • LaCrosse and ABC-MART will collaborate on casual and lifestyle offerings worldwide, without losing focus on our core work and outdoor markets in the US. |
WHO IS ABC-MART? • ABC-MART is a publically traded company on the Japanese stock exchange (TSE: 2670) and has been a valued customer of our iconic American-made products for several years. • The company is a leading footwear retailer based in Tokyo with more than 800 stores throughout Japan, Taiwan and South Korea. • 2011 annual revenues were $1.8 billion. • In addition to operating as a retailer, they are the Japanese distributor for the Vans, Sperry Top-Sider and Saucony brands. • They recognize the value of our authentic, premium brands and see the opportunity for our continued growth and success in partnership with their company. • They also own brands such as Hawkins and Nuovo, develop in- house footwear, and sell affordable high-quality shoes. |
ABC-MART STORES |
WHY ABC-MART AND LFI? • Combine the strengths of LaCrosse Footwear’s premium brands, with ABC-MART’s extensive knowledge in the retail industry. • Strengthen LaCrosse Footwear’s lifestyle and casual product offering, by jointly developing and producing footwear with competitive quality, pricing, and design. • Drive the geographic expansion of LaCrosse and Danner branded footwear, particularly in Japan, South Korea, Taiwan, Hong Kong, and the rest of Asia, as well as in Europe. • Build on the strength of our domestic business today. ABC-MART supports our ongoing efforts to bring our performance-driven, premium quality products to the work and outdoor markets. |
WHAT DOES THIS MEAN FOR LFI? • Partnering with ABC-MART creates clear benefits for LaCrosse Footwear’s customers, suppliers and employees – Commitment to furthering LaCrosse Footwear’s growth strategies in the global marketplace. – Significant opportunities in our new lifestyle and casual offerings – Solid financial and strategic commitment to support our ongoing business serving the work and outdoor markets. – Ability to leverage our world-class manufacturing facility in Portland, Oregon, meeting growing demand for American- made products around the world. |
ABC-MART MESSAGING |
FREQUENTLY ASKED QUESTIONS Q: What is the joint vision for the company going forward? A: It is our common belief between ABC-MART and us that LFI has the potential to be recognized and valued globally. We share a vision of becoming a global manufacturer and retailer by increasing sales overseas. Q: What changes should we anticipate as an organization? A: We and ABC-MART share the common understanding that there is no plan in place to make drastic changes to the organization for some time after the transaction, particularly with regards to the US operations. That being said, we will need to further consider and discuss with ABC-MART what changes will be appropriate for the company to be in the best position to increase overseas sales. Q: How will this transaction impact our US manufacturing, including military business? A: This transaction is a positive move for our company and should impact the existing business positively. We plan to continue our business with the military, and with the expected increase in sales volume of lifestyle and fashion business, we anticipate the US manufacturing facilities to be utilized at a greater production capacity. |
FREQUENTLY ASKED QUESTIONS Q: Will LFI continue to run as a stand-alone business? A: Yes, LFI will continue to run as a stand-alone business Q: Will there be changes to the brand positioning, product offerings? A: ABC-MART recognizes the importance of maintaining the positioning of Danner and LaCrosse as premium brands. In terms of the product offering, we plan to continue providing products that address the needs of American consumers. In addition, we hope to broaden our product offering by developing products that will satisfy the tastes of the various regions that we serve, or hope to serve, to realize our goal of becoming a global presence. Q: What is the schedule of closing? A: The transaction is expected to close in the third quarter of 2012. |
FREQUENTLY ASKED QUESTIONS Q: How will this affect our US customers, suppliers? A: Our management and sales teams will visit as many of our key customers and suppliers as possible in the coming weeks to ensure that there will be no effect in our existing relationships. We will continue to provide the high-quality products that our customers have come to expect from us, and to hold our suppliers to high-standards. We will also continue to invest in product development. Q: How will this affect our Asia, Europe and Canada customers, suppliers, distributors? A: A significant portion of the value of the transaction comes from the synergies realized by leveraging ABC-MART’s wide and established platform in Japan and Korea. Therefore, the Japanese and Korean operations will be reorganized so that ABC-MART will be directly involved and lead the business in Japan and Korea in the early stages of the integration process. As for the other regions, we will reevaluate the current situation, and execute the best course of action for our joint entity. |
FAQ (EMPLOYEES) Q: How does the transaction affect compensation, incentive compensation, stock options and other benefits? A: Your current compensation should be kept as it is for some time except for stock options. After the completion of this transaction, we will further discuss with ABC-MART with the aim to provide certain competitive compensation packages to you, including incentive plans and other benefits available for next fiscal year, which will be in line with your current package. Regarding stock options, assuming the successful completion of the tender offer, your options will be fully vested and become exercisable immediately. Before successful completion of the tender offer and to the extent not exercised prior to the completion of the Merger, you will have the right to receive the difference between the $20 per share offer price and the exercise price, subject to withholding taxes, of all your outstanding options immediately prior to the completion of the Merger. |
FAQ (EMPLOYEES) Q: What’s going to happen to organizational structure? Will there be changes to senior management? A: We and ABC-MART have reached the mutual understanding that the overall organization, including senior management, will not see any major changes upon this transaction and should be kept as they are for a while. In order to expand our business going forward, we and ABC-MART will continue to discuss to gain a better understanding of our respective businesses going forward and will make appropriate decisions carefully. Q: Will there be staff reductions? How will we continue to support the business? A: We do not foresee any personnel reductions as a result of this transaction. We request that you continue to focus on your day-to-day operations. Q: Do you anticipate any changes to the LFI core values and culture of the company? A: ABC-MART has tremendous respect for and deeply values the authenticity and craftsmanship of LFI, and wishes to continue embracing its legacy. We hope to further learn about and share our respective corporate cultures, and consider it an opportunity to jointly heighten our values. |
ABOUT THE TRANSACTION NOTICE TO INVESTORS: This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of LaCrosse Footwear common stock described in the presentation has not commenced. At the time the tender offer is commenced, ABC-MART will file with the SEC and mail to the LaCrosse Footwear shareholders a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents and LaCrosse Footwear will file with the SEC and mail to its shareholders a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the transaction. These materials will contain important information about ABC-MART, LaCrosse Footwear, the transaction and other related matters. Investors and securityholders are urged to carefully read each of these documents when they are available. Investors and securityholders will be able to obtain free copies of the Tender Offer Statement, the Tender Offer Solicitation and Recommendation Statement, and other documents filed with the SEC by ABC-MART and LaCrosse Footwear through the website maintained by the SEC at respective investor relations departments of ABC-MART and LaCrosse Footwear at their respective e-mail addresses below. Forward-Looking Statements www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of all of these materials by contacting the Statements in this presentation concerning the proposed acquisition of LaCrosse Footwear by ABC-MART, the expected timetable for completing the transaction, expected long-term growth for the combined company, plans for geographic expansion in the global marketplace and any other statements about ABC-MART or LaCrosse Footwear managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. For further information concerning forward-looking statements, please read the disclosure under the heading “Forward Looking Statements” in LaCrosse Footwear’s Annual Report on Form 10-K for the year ended December 31, 2011 which has been filed with the SEC. Any statements that are not statements of historical fact (including any statements containing the words “believe”, “plans”, “anticipates”, “expects”, “estimates”, and similar expressions) should also be considered forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties and actual results could differ materially from those in the forward- looking statements. Factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, conditions affecting the industries in which ABC-MART and LaCrosse Footwear operate, the possibility that certain conditions to the offer and the merger and to consummate the transactions will not be met, the ability of ABC-MART to successfully integrate LaCrosse’s operations and employees, and other factors found under the heading “Risk Factors” in the LaCrosse Footwear Annual Report on Form 10-K for the year ended December 31, 2011. The forward-looking statements contained in this presentation speak only as of the date on which they are made and, except as required by law, neither ABC-MART nor LaCrosse Footwear express any intention or undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this presentation. |
INVESTOR CONTACTS ABC-MART, INC. Jo Kojima, Director and Manager Corporate Planning Office +81-3-3476-5452 / ir_info@abc-mart.co.jp LaCrosse Footwear, Inc. David Carlson, Executive Vice President and Chief Financial Officer +1-503-262-0110 ext. 1331 or StreetConnect, Inc. Michael Newman Investor Relations +1-800-654-3517 / BOOT@stct.com |
COMPANY PROFLE ABC-MART,INC. ABC-MART,INC. July. 2012 July. 2012 |
ABC-MART STORES okinawa 674 stores (End of Apr, 2012) JAPAN |
ABC-MART’s first store opened in Ueno Tokyo in 1990 Ueno is the market place which has many American casual fashion concept stores ABC-MART We started by selling leather jackets, sneakers and boots |
ABC-MART HISTORY ABC-MART Converted from wholesale model into retail model NUMBER OF STORES |
Our wholesale brands VANS HAWKINS TOP SIDER saucony |
ABC-MART Shinjuku |
ABC-MART Ginza |
ABC-MART Myeongdong KOREA |
ABC-MART Daehagro KOREA |
LARGER FORMAT STORES |
APR 19 TH OPEN GS DIVER CITY |
ABOUT THE TRANSACTION NOTICE TO INVESTORS: This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of LaCrosse Footwear common stock described in the presentation has not commenced. At the time the tender offer is commenced, ABC-MART will file with the SEC and mail to the LaCrosse Footwear shareholders a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents and LaCrosse Footwear will file with the SEC and mail to its shareholders a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the transaction. These materials will contain important information about ABC-MART, LaCrosse Footwear, the transaction and other related matters. Investors and securityholders are urged to carefully read each of these documents when they are available. Investors and securityholders will be able to obtain free copies of the Tender Offer Statement, the Tender Offer Solicitation and Recommendation Statement, and other documents filed with the SEC by ABC-MART and LaCrosse Footwear through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of all of these materials by contacting the respective investor relations departments of ABC- MART and LaCrosse Footwear at their respective e-mail addresses below. Forward-Looking Statements Statements in this presentation concerning the proposed acquisition of LaCrosse Footwear by ABC-MART, the expected timetable for completing the transaction, expected long-term growth for the combined company, plans for geographic expansion in the global marketplace and any other statements about ABC-MART or LaCrosse Footwear managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. For further information concerning forward-looking statements, please read the disclosure under the heading “Forward Looking Statements” in LaCrosse Footwear’s Annual Report on Form 10-K for the year ended December 31, 2011 which has been filed with the SEC. Any statements that are not statements of historical fact (including any statements containing the words “believe”, “plans”, “anticipates”, “expects”, “estimates”, and similar expressions) should also be considered forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties and actual results could differ materially from those in the forward- looking statements. Factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, conditions affecting the industries in which ABC-MART and LaCrosse Footwear operate, the possibility that certain conditions to the offer and the merger and to consummate the transactions will not be met, the ability of ABC-MART to successfully integrate LaCrosse’s operations and employees, and other factors found under the heading “Risk Factors” in the LaCrosse Footwear Annual Report on Form 10-K for the year ended December 31, 2011. The forward-looking statements contained in this presentation speak only as of the date on which they are made and, except as required by law, neither ABC-MART nor LaCrosse Footwear express any intention or undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this presentation. . |
INVESTOR CONTACTS ABC-MART, INC. Jo Kojima, Director and Manager Corporate Planning Office +81-3-3476-5452 / ir_info@abc-mart.co.jp LaCrosse Footwear, Inc. David Carlson, Executive Vice President and Chief Financial Officer +1-503-262-0110 ext. 1331 or StreetConnect, Inc. Michael Newman Investor Relations +1-800-654-3517 / BOOT@stct.com |