Ascena to Buy Ann Taylor for $2.2B

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Deal of the Week: Ascena to Buy Ann Taylor for $2.2B Announcement Date May 18, 2015 Acquirer Ascena Retail Group Inc. (NASDAQ: ASNA) Acquirer Description Operates as a specialty retailer of apparel for women, and tween girls and boys, consisting of five segments: Justice, Lane Bryant, maurices, dressbarn, and Catherines Founded in 1962 and headquartered in Mahwah, NJ Acquirer Financial Mkt Cap: $2.5 billion LTM EBITDA: $420.1 million Statistics EV: $2.4 billion LTM EV / Revenue: 0.5x LTM Revenue: $4.8 billion LTM EV / EBITDA: 5.6x Target Company ANN INC. (NYSE: ANN) Target Description Engages in the retailing of women’s apparel, shoes, and accessories under the Ann Taylor and LOFT brands Founded in 1954 and headquartered in New York, NY Target Financial Mkt Cap: $2.2 billion LTM EBITDA: $240.3 million Statistics EV: N/A LTM EV / Revenue: N/A LTM Revenue: $2.5 billion LTM EV / EBITDA: N/A Price / Consideration Price: $2.16 billion Consideration: Cash and stock Acquirer Advisors Guggenheim and Goldman Sachs Target Advisors JPMorgan Chase Rationale The acquisition catapults Ascena into the ranks of the biggest clothing retailers in the United States Ascena estimates the combined company would save $150 million within three years by sharing sourcing, procurement, transportation, distribution and back‐office costs and said the deal will be “significantly accretive” to earnings after the first year “The transaction will make us part of a larger organization with a diversified portfolio of brands focused on the women’s apparel market, a strong operating platform and a powerful financial base” said Ann CEO Kay Krill in a statement Long the go‐to label for women’s work wear, especially among suburban working women, Ann Taylor has struggled in recent years to increase sales in the face of waning mall traffic, especially at second‐ and third‐tier malls Deal Points Ascena will pay Ann Taylor shareholders $37.34 in cash and 0.68 of a share of Ascena, or a total of $47, for each of their shares — a premium of 21.4% over Ann’s closing stock price on Friday Ann shareholders will own about 16% of Ascena once the transaction closes Of Note A push for the sale of the Ann Inc. began in earnest last August when major shareholders Engine Capital LP and its partner Red Alder LLC urged the board to put the company on the block [email protected] www.pillarsofwallstreet.com .

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