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Billabong Moves Closer to a Deal

Company confirmed it has entered into exclusive talks with a consortium comprised of Sycamore Partners and its former head of the Americas division, Paul Naudé.

SYDNEY — Billabong International Ltd confirmed today it has entered into exclusive talks with a consortium comprised of Sycamore Partners and its former head of the Americas division, Paul Naudé, to acquire the company for 285 million Australian dollars, or $296 million at current exchange.

The exclusivity will last 10 business days. Sycamore and Naude’s bid is 60 Australian cents per share, or 62 cents.

In a statement to the Australian Securities Exchange late today, Billabong said that the exclusivity period had been granted to allow the Naudé-Sycamore consortium to conduct a thorough earnings analysis.

As an alternative to the 60 cents a share cash offer, shareholders may opt to accept scrip in a new Sycamore affiliate to be incorporated for the purposes of making the bid (“NewCo”), with elections to be scaled back pro rata if total scrip elections exceed 24.9 percent ofNewCo shares.

The revised proposal is conditional on the proviso that scrip elections for at least 15 percent of Billabong shares are received and, additionally, on Billabongfounder Gordon Merchant and fellow board member Colette Paul placing their combined 16 percent stake in the company into the new Sycamore affiliate.

A Scheme Implementation Deed (SID) has also been negotiated with the Naudé-Sycamore consortium, with as yet no binding agreement.

According to the statement, “There is no guarantee that the proposed transaction will proceed and neither the Sycamore consortium nor Billabong is under any obligation to proceed with the proposed transaction unless and until each party determines, in its sole discretion, to execute and deliver a binding SID and proceed with the transaction.”

Sixty cents a share was the higher — reportedly, by 10 cents — of two offers received by Billabong following protracted discussions with the Naudé-Sycamore and Altamont/VF Corp consortia in recent weeks.

In December, Naudé-Sycamore offered 1.10 Australian dollars, or $1.16 at December exchange — matched in January by Altamont Capital/VF Corp, which announced its intentions to break up the company if its bid was successful.

As predicted by analysts, however, both bids were eventually lowered following Billabong’s reporting, in February, of a 537 million Australian dollar net loss after tax, or $550.2 million at February exchange, for the six months to December 2012 — and then analyst speculation in March that the company’s equity value could ostensibly drop to zero by fiscal 2015 if earnings do not improve; which speculation coincided with a record 22 percent loss in sharevalue to an all-time low of 63 Australian cents.

Having been placed in a trading halt on two occasions in the interim, Billabong’s shares — which last traded at 73 cents (76 cents) prior to the Easter break — will resume trading immediately the company said.