I dont think so!!
July 07, 2006 07:15 AM US Eastern Timezone
FTD Group, Inc. Announces Agreement to Purchase Interflora Holdings Limited
DOWNERS GROVE, Ill.--(BUSINESS WIRE)--July 7, 2006--FTD Group, Inc. (NYSE:FTD):
-- Interflora is a Leading Provider of Floral Services and Products in the United Kingdom
-- Complementary U.K. Florist and Consumer Businesses, Similar to FTD's Business Model
-- Base for FTD's Business Expansion Into Other European Countries
-- Transaction Anticipated to Be Accretive in Fiscal Year 2007
FTD Group, Inc. (NYSE:FTD), a leading provider of floral services and products, today announced that it has entered into an agreement to acquire Interflora Holdings Limited, a U.K. based provider of floral-related products and services to consumers and retail floral locations in the U.K. floral retail market, for approximately GBP 66 million, or $121 million at the current foreign currency exchange rate. The acquisition, which is subject to the satisfaction of certain conditions (including Interflora's members' right to match FTD's offer), is expected to close on July 31st, 2006.
Interflora is a globally recognized brand and utilizes the same Mercury Man logo as FTD. Similar to the business model of FTD, Interflora provides various products and services to its 1,800 member florists, and also markets flowers direct to consumers in the U.K. through both a toll-free telephone number and the Web at
www.interflora.co.uk. Founded in 1923 and previously operated as an unincorporated association, Interflora incorporated in February 2005 and began running as a "for-profit" organization. Under accounting principles generally accepted in the U.K., annual revenues for Interflora's fiscal year ended May 31, 2006 are estimated to be GBP 63 million, or $112 million at the average foreign currency exchange rate for the period, representing a growth rate of approximately 20% from the prior year period. Additionally, for the fiscal year ended May 31, 2006, Interflora's profit and earnings before net interest expense, taxation on profit on ordinary activities, depreciation and amortization ("EBITDA") are estimated at GBP 3.1 million and GBP 7.6 million, respectively, or $5.4 million and $13.5 million, respectively, at the average foreign currency exchange rate for the period. The above estimates for the fiscal year ended May 31, 2006 may be exceeded or, alternatively, may not be achieved. A table reconciling estimated profit for the year ended May 31, 2006 to EBITDA along with explanations and definitions of EBITDA, is attached. The Company believes EBITDA is useful and relevant as it provides supplemental information related to Interflora's operations and results as it is used as a performance measure in management incentive compensation plans that are being established for Interflora management and it was used in determining the purchase price to be paid for the capital stock of Interflora.
It is anticipated that the transaction will be financed through a $225 million senior secured credit facility consisting of a $150 million term loan and $75 million revolving credit facility to be provided by Wells Fargo. As part of the transaction, FTD will refinance its existing bank debt; however, the existing senior subordinated notes will remain outstanding. Upon consummation of the transaction, FTD expects to have total debt of approximately $345 million.
Based upon Interflora's estimated results of operations for the fiscal year ended May 31, 2006 and the current trends in Interflora's business, the Company presently expects the acquisition to be accretive to fiscal year 2007 earnings.
"Interflora's business model is very similar to ours. The company has only been operating in its present form for about a year and a half and the management team has done an excellent job of driving growth and increasing profitability," stated Michael Soenen, Chief Executive Officer of FTD. "As the company continues its development we believe that we can leverage our marketing and technology experience to help drive growth, decrease operating costs and accelerate the development of new products for member florists. Further, we believe that this will serve as our base for expanding into other European countries. The management team, led by Steve Richards, Chief Executive Officer of Interflora, will remain in place and the company will be managed as a stand alone entity."
"We are excited at the opportunities ahead of us," said Mr. Richards. "The acquisition will allow us to accelerate our growth, reduce our costs and increase the value we bring to member florists. Additionally, I believe the Company's international growth has been under-developed and I look forward to driving our entry into new markets."
ABOUT FTD GROUP, INC.
FTD Group, Inc. is a leading provider of floral-related products and services to consumers and retail floral locations in the U.S. floral retail market. The business is supported by the highly recognized FTD brand, which was established in 1910 and enjoys 96% brand recognition among the Company's principal target market of U.S. consumers between the ages of 25 and 64, as well as by the Mercury Man logo, which is displayed in approximately 50,000 floral shops, globally. The Company conducts its business through two operating segments. The Consumer Segment, primarily through the
www.FTD.COM Web site and the 1-800-SEND-FTD toll-free telephone number, offers same-day delivery of floral orders to nearly 100% of the U.S. and Canadian populations. As a result of the same-day delivery capability and broad product selection, the Consumer Segment is one of the largest direct marketers of floral arrangements and specialty gifts in the U.S. The Florist Segment provides a comprehensive suite of products and services to enable the network of approximately 19,000 FTD members to send and deliver floral orders. This suite of products and services is designed to promote revenue growth and enhance the operating efficiencies of FTD members.