Spa wellness firm Steiner Leisure Ltd. is to be acquired by Catterton in an all-cash deal for $925 million.
The deal is expected to close in the fourth quarter of 2015 or in early 2016. The transaction is subject to the termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other regulatory approvals and that of Steiner Leisure’s shareholders. While there is no financing condition, there is a “go-shop” period in the merger agreement that expires Oct. 6, in which the Bahamas-based spa firm can solicit better offers.
Steiner Leisure’s spa and wellness brands include Bliss; Elemis; Jou; La Thérapie; Remede, and Steiner.
Catterton, a U.S. private equity firm, has investments in other wellness and beauty brands. Current stakes include CorePower Yoga, Intercos, Sweaty Betty and StriVectin. Past investments included Fréderic Fékkai.
Catterton’s co-founder and managing partner J. Michael Chu said, “We are pleased to make this investment in Steiner Leisure, which has an attractive portfolio of distinguished beauty and wellness brands and services.”
Chu said his team is looking forward to “leveraging our retail and consumer expertise and network to help Steiner Leisure enhance its position as an industry leader.”
Leonard Fluxman, president and chief executive officer of Steiner Leisure, said, “This transaction will provide Steiner Leisure with greater flexibility to focus on our long-term business initiatives and to improve our role as a global provider and innovator in beauty, wellness and education.”
The purchase price is roughly a 21.5 percent premium over Steiner Leisure’s 90-day weighted average closing share price on Aug. 20, the last day of trading before the disclosure of the merger agreement. Steiner Leisure’s board has unanimously approved the merger upon the recommendation of a special committee composed entirely of independent directors.
The special committee said the agreement provides “cash value” for all Steiner Leisure shareholders, and that the all-cash transaction accomplishes the board’s commitment to maximizing value for its shareholders.
The company added that the special committee will evaluate, with the assistance of financial adviser Jefferies LLC, any offers from interested parties during the “go-shop” period, but noted that there are no assurances that the process would result in a superior transaction.