NASSAU, The Bahamas, Nov. 2, 2009 (GLOBE NEWSWIRE) -- Steiner Leisure Limited (Nasdaq:STNR) today announced that it has entered into an agreement for the acquisition of all the issued and outstanding capital stock of Bliss World Holdings, Inc. ("Bliss") from Starwood Hotels and Resorts Worldwide, Inc. ("Starwood") (NYSE:HOT). Bliss is a spa and skincare company with free-standing and hotel spa locations, offering services under the "Bliss" and "Remede" brands and products under the "Bliss" and "Labratoire Remede" brands. Bliss also operates an e-commerce and catalog business and distributes its products through Bloomingdale's, Harrods, Harvey Nichols, Macy's, Neiman Marcus, Nordstrom, Saks Fifth Avenue, Sephora and other domestic and international retail locations.
This acquisition is expected to be slightly accretive to earnings in 2010. The purchase price is $100 million payable in cash at closing, and will be funded from existing cash and through borrowings under the new credit facility described below.
In connection with this agreement, Bliss and Remede spas and amenities will remain exclusive to Starwood in the hotel category at W Hotels and St. Regis Hotels, respectively.
Closing of the transaction, which is anticipated to take place on or before December 31, 2009, is subject to conditions similar to those in other transactions of this type, including regulatory approval. Absent satisfaction of certain conditions to close, each party may terminate this transaction. In the event of such termination, the $7.5 million portion of the purchase price that Steiner Leisure was required to pay into escrow upon execution of the purchase agreement would be returned to Steiner or paid to Starwood, as the case may be, depending on the reason for the termination of the agreement.
Leonard Fluxman, President and Chief Executive Officer of Steiner Leisure Limited, said, "Bliss' accomplishments over the years have resulted in the creation of a very distinct, clever, unpretentious brand in the beauty industry, introducing a lively approachable, fun atmosphere to the spa arena. We are very excited for the opportunity to introduce Bliss products and broaden the appeal of the brand through our distribution channels. We are delighted that Bliss will continue its business relationship with Starwood in providing a distinct point of view to the amenities and spas in W and St. Regis Hotels."
In connection with the acquisition of Bliss, on November 2, 2009, Steiner Leisure entered into a new credit facility (the "Credit Facility") with a group of lenders including SunTrust Bank, Steiner's existing lender, consisting of a $60 million revolving credit facility, with $5 million swingline and $5 million letter of credit sub-facilities, and a delayed draw term loan facility of $50 million, both maturing October 30, 2012. The availability of the delayed draw term loan is conditioned primarily upon, and is expected to be fully funded at, the closing of the Bliss acquisition. If the delayed draw does not occur by February 15, 2010, the term loan facility will be canceled. The new credit facility replaces Steiner's 2007 credit facility, which has been terminated.
Steiner Leisure Limited is a worldwide provider of spa services. The Company's operations include spas and salons on 126 cruise ships and in 51 resort spas and two luxury day spas. Our cruise line and land-based resort customers include Carnival Cruise Lines, Celebrity Cruises, Crystal Cruises, Harrah's Entertainment, Hilton Hotels, Holland America Line, InterContinental Hotels and Resorts, Kerzner International, Loews Hotels, Marriott Hotels, Nikko Hotels, Norwegian Cruise Line, Planet Hollywood, Princess Cruises, Royal Caribbean Cruises, Seabourn Cruise Lines, Sofitel Luxury Hotels, Starwood Hotels and Resorts and Westin Hotels and Resorts. Our Elemis Limited subsidiary manufactures its Elemis(R) brand products for use in our cruise ship and land-based spas. This top quality European line of beauty products is also distributed worldwide to exclusive hotels, salons, health clubs, department stores and destination spas. Elemis, as well as other Steiner products, including La Therapie(R), Ionithermie, and Steiner Hair Care, are available at www.timetospa.com.
Steiner Leisure also owns and operates five post secondary schools (comprised of a total of 17 campuses) located in Miami, Orlando, Pompano Beach and Sarasota, Florida; Baltimore, Maryland; Charlottesville, Virginia; York, Pennsylvania; Salt Lake City and Lindon, Utah; Las Vegas, Nevada; Tempe and Phoenix, Arizona; Westminster and Aurora, Colorado; and Groton, Newington and Westport, Connecticut. Offering degree and non-degree programs in massage therapy and, in some cases, skin care, these schools train and qualify spa professionals for health and beauty positions within the Steiner family of companies or other industry entities.
The Company will be holding a conference call at 3:00 pm (EST) today, Monday, November 2, 2009. Leonard I. Fluxman, President and Chief Executive Officer, and Stephen Lazarus, Executive Vice President and Chief Financial Officer, will discuss the contents of this press release.
If you wish to participate in this conference call, please call (517) 308-9020 for domestic and international calls approximately ten minutes before the scheduled time. The password is "Steiner."
Forward Looking Statements
The reference above to the anticipated closing date of the transaction described in this press release may be deemed to be a "forward-looking statement" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). That statement is subject to risks and uncertainties, among other things, relating to the conditions required to be met for the closing to occur including, among other things, the receipt of regulatory approval.
The references above to the accretive nature of the transaction described in this press release also may be deemed to be such "forward-looking statement." That statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. These risks and uncertainties include, but are not limited to, economic conditions in the United States and other countries; our ability to integrate the newly acquired spa and product operations; our ability to retain key employees of Bliss after the closing of the transaction; the continued consumer appeal of the products and services offered by Bliss; growth in the number of the W Hotels and St. Regis Hotels that include Bliss and Remede Spas, respectively; and competitive conditions affecting Bliss' products and services.
Undue reliance should not be placed on these forward-looking statements as they speak only as of the date hereof. Additional information regarding these and other risks and uncertainties applicable to the above-referenced statements as well as our business in general is contained in our periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2008.
Subject to any continuing obligations under applicable law, we expressly disclaim any obligation to disseminate, after the date hereof, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.