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Jarden Corp. Message Board

  • kyzrsoulsay1 kyzrsoulsay1 Apr 10, 2009 12:21 PM Flag

    Mahtin amazes

    NEver has one guy got away with so much and given himself so much for creating no shareholder value, given Jarden will end in bankruptcy in the next few years, in my humble opinion...

    Look at this from the proxy - apparently he, Eeeahn, and Jimmy are running sports apparel companies on the side that then they "sell" to jarden when they need a bailout? website is zootsports.com

    ZuitSports, Inc.

    On January 13, 2009, K-2 Corporation (“K-2”), a wholly-owned indirect subsidiary of the Company, acquired substantially all of the assets of ZuitSports, Inc., a manufacturer of high-performance apparel, footwear, wetsuits and accessories for multisport athletes (“ZuitSports”), for $2.2 million in cash at closing, plus the potential for additional contingent earn-out consideration of up to an aggregate of $14.4 million payable in either cash or stock of the Company over the four years following the closing. Martin E. Franklin, Ian G.H. Ashken and James E. Lillie, the Company’s Chairman and Chief Executive Officer, Vice Chairman and Chief Financial Officer and Chief Operating Officer, respectively, were shareholders in ZuitSports, owning approximately 20.4%, 1.4% and 2.7%, respectively. In addition, Mr. Franklin was a director of ZuitSports until the closing of the transaction. Additionally, Messrs. Franklin, Ashken and Lillie were, and continue to be, guarantors of ZuitSports’ senior credit line, a portion of which was paid down with the cash proceeds from the closing and the $4.3 million balance of which is expected to be paid down with proceeds from the earn-out consideration, if any. Messrs. Franklin, Ashken and Lillie currently guarantee 75%, 1.5% and 3.0%, respectively, of the outstanding borrowing under the credit line.

    Due to their interests in ZuitSports, Messrs. Franklin, Ashken and Lillie recused themselves from the negotiation of the transaction and any Board discussions regarding the ZuitSports transaction and the Board appointed a special committee comprised entirely of independent directors to evaluate and approve the transaction. The special committee approved the transaction on January 7, 2009, finding that the transaction was negotiated on an arms-length basis and that the terms were fair and in the best interests of the Company and K-2. The special committee determined that because the ZuitSports business rounds out K-2’s seasonal offering of technical sports products, the transaction offered the Company the opportunity for significant growth and synergies within the running, biking and swimming technical footwear and apparel markets. On February 10, 2009, the Company’s Audit Committee reviewed and ratified the transaction, also finding that the terms were fair and reasonable and no less favorable to the Company and K-2 than would be obtained in a comparable arms-length transaction with a third party.

    No consideration was distributed by ZuitSports to its shareholders at the closing of the acquisition. If the earn-out consideration were paid in full, Messrs. Franklin, Ashken and Lillie would have their respective guarantees eliminated and could be expected to receive up to approximately $2.9 million, $0.2 million and $0.4 million, respectively, as their portion of their pro rata distributions to shareholders of ZuitSports.

 
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63.11+0.85(+1.37%)Oct 24 4:04 PMEDT

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