Samsonite Group S.A. — M&A Activity 2014

Apr 1, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Samsonite

SAMSONITE INTERNATIONAL S.A.

新秀麗國際有限公司*

13-15 Avenue de la Liberté, L-1931 Luxembourg

R.C.S. LUXEMBOURG: B 159469

(Incorporated in Luxembourg with limited liability)

(Stock code: 1910)

VOLUNTARY ANNOUNCEMENT ACQUISITION OF LIPAULT

On April 1, 2014, the Purchaser, a wholly-owned subsidiary of the Company, completed the acquisition of Lipault for a cash consideration of EUR 20.0 million.

This announcement is made by the Company on a voluntary basis.

THE SHARE PURCHASE AGREEMENT

On April 1, 2014, the Purchaser, a wholly-owned subsidiary of the Company, completed the acquisition of Lipault for a cash consideration of EUR 20.0 million. The principal terms of the Share Purchase Agreement are set out below:

Date

April 1, 2014

Parties

(i) the Purchaser, as purchaser; and
(ii) the Vendors, as vendors.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Vendors and their ultimate beneficial owners are third parties independent of the Company and its connected person(s) (as defined under the Listing Rules). The Company has not engaged in any previous transactions related to the transactions under the Share Purchase Agreement that would be required to be aggregated under Rule 14.22 of the Listing Rules.

• For identification purposes only

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Number of shares acquired and purchase price

The Vendors sold and the Purchaser purchased all of the outstanding shares of capital stock of the Lipault Entities. The total consideration for the Acquisition was EUR 20.0 million, which was determined after arm's length negotiations between the parties to the Share Purchase Agreement. Upon the completion of the transaction, each of the Lipault Entities became a wholly-owned subsidiary of the Purchaser.

The consideration was settled by cash upon execution of the Share Purchase Agreement and was financed by internal resources of the Purchaser.

Closing

The closing of the Acquisition took place on April 1, 2014 following the execution of the Share Purchase Agreement.

INFORMATION ABOUT LIPAULT

Lipault is a luggage brand founded in France in 2005 by François Lipovetsky. Lipault's products are designed to meet the needs of today's savvy travelers, featuring ultra-lightweight, smart designs and bright fashion colors, and constructed using luxurious but durable nylon twill fabric.

For the year ended December 31, 2013, Lipault had net sales of EUR 6.5 million, an increase of 25% compared to the previous year. Approximately 95% of Lipault's net sales in 2013 were in France, where the brand enjoys high visibility with three company-operated retail stores in Paris, along with corners in major department stores and luggage dealers. The brand is also distributed by third party licensees or distributors in North America, the Middle East, South Korea and other markets in Southeast Asia.

REASONS FOR ENTERING INTO THE SHARE PURCHASE AGREEMENT

The Acquisition further expands the Company's brand portfolio and presents opportunities to leverage the Company's industry-leading design and product development capabilities, as well as its distribution network and retail presence to significantly expand the Lipault brand in France and throughout Europe. Lipault is a youthful brand that will help the Company engage with the fashionable female consumer through its signature Parisian style and vibrant colors.

Based on the above, the Directors, including the independent non-executive Directors, consider that the terms of, and the transactions under, the Share Purchase Agreement are fair and reasonable, are on normal commercial terms, and are in the best interests of the Company and the Shareholders as a whole.

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DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

“Acquisition” the acquisition pursuant to the Share Purchase Agreement;

“Company” Samsonite International S.A., a société anonyme incorporated in Luxembourg and principally engaged in the design, manufacture, sourcing and distribution of luggage, business and computer bags, outdoor and casual bags, and travel accessories throughout the world, primarily under the Samsonite®, American Tourister®, High Sierra® and Hartmann® brand names and other owned and licensed brand names;

“Directors” the directors of the Company;

“EUR” Euro, the lawful currency of France;

“Lipault Entities” (i) Distri Bagages, a société à responsabilité limitée, incorporated and organized under the laws of France, and (ii) Licences et Développements, a société à responsabilité limitée, incorporated and organised under the laws of France;

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

“Purchaser” Samsonite Europe NV, a société anonyme incorporated and organized under the laws of Belgium, and a wholly-owned subsidiary of the Company;

“Share Purchase Agreement” the Agreement for the Sale and Purchase of 100% of the Shares of the Lipault Entities entered into between the Purchaser and the Vendors in relation to the acquisition of all of the outstanding shares of capital stock of the Lipault Entities by the Purchaser;

“Shareholders” the shareholders of the Company; and

“Vendors” the shareholders of the Lipault Entities, namely Mr. François Lipovetsky and Ms. Karine Lipovetsky.

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By Order of the Board
SAMSONITE INTERNATIONAL S.A.
Timothy Charles Parker
Chairman

Hong Kong, April 1, 2014

As of the date of this announcement, the Executive Directors are Timothy Charles Parker, Kyle Francis Gendreau and Ramesh Dungarmal Tainwala, the Non-Executive Directors are Bruce Hardy McLain (Hardy) and Keith Hamill and the Independent Non-Executive Directors are Paul Kenneth Etchells, Miguel Kai Kwun Ko and Ying Yeh.

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