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Can Timberland get a better deal?

June 13, 2011: 11:22 AM ET

VF Corp. has agreed to buy Timberland for $2 billion. Will it face competition?

Timberland Co. (TBL), a footwear and apparel company known for its boots, today agreed to become the latest brand within a VF Corp. (VFC) empire that already includes Wrangler, The North Face and 7 For All Mankind.

The $2 billion deal works out to $43 per Timberland share, which represents a 40% premium to last Friday's closing price. The company's stock had begun the year at just around $21 per share, spiked past $45 in late April and then settled back down into the low $30's earlier this month. Prior to this year, Timberland shares had never traded higher than $38.72 per share (June 2005).

The question now, of course, is whether anyone will go higher.

To do so could be tricky. Timberland has agreed to a "no-shop" provision, which prevents it from seeking superior bids. The company can, however, negotiate through July 25 with any third party that makes an "unsolicited acquisition proposal." If it were to accept such a deal, it would be required to pay an $87.2 million termination fee to VF Corp.

But, for the sake of speculation, the obvious strategic players would be Nike (NKE), Adidas and French retail/luxury brand conglomerate PPR. Here is how Christopher Svezia, a research analyst with Susquehanna Financial Group, broke down each of those possibilities:

  • Nike: "At the end of the day, Nike could have bought Timberland a while ago for a lot less. Its strategy has been to build up its own urban boot business and take share."
  • Adidas: "They've finally got Reebok working for them and have cleaned up the balance sheet. It's hard to imagine them levering up again to buy Timberland. Plus, you have the CEO saying they're going to build and outdoor business with their own brand."
  • PPR: "They just agreed to buy [surf and skater brand] Volcom, so I think they'd be hard-pressed to buy another brand so soon."

Svezia acknowledged that the pricing could be attractive to private equity, given the consensus 11x EBITDA multiple VF Corp. is paying and the prospects for future growth. The caveat, however, is that any PE buyer would need to match VF Corp.'s deep apparel expertise, since Timberland's apparel business has failed to duplicate its footwear business success.

This last point is particularly salient because the primary sellers -- Timberland's founding Swartz family, who hold a combined 73.5% of the company's voting power -- are extremely concerned with legacy. There have been rumors for years that Timberland could be had, but only by a buyer that would maintain the Swartz's strategic vision and commitment to social and environmental causes. Any rival would have to prove superior to VF Corp. in both categories.

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About This Author
Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

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