NASSAU, The Bahamas, Oct. 12, 2011 (GLOBE NEWSWIRE) -- Steiner Leisure Limited (Nasdaq:STNR) has entered into an agreement for the acquisition of the assets of Cortiva Group, Inc. ("Cortiva"). Cortiva operates seven post-secondary massage therapy schools with a total of 12 campuses located in Arizona, Florida, Illinois, Massachusetts, New Jersey, Pennsylvania and Washington and which had revenues in 2010 of approximately $24.6 million. Post-closing, Steiner, through its Schools division, would own and operate a total of 30 campuses in 14 states with an anticipated total population of approximately 5,200 students.
This transaction, which is expected to be accretive to earnings post integration and neutral to slightly accretive to earnings in 2012, has a purchase price of $33.0 million in cash. Prior to closing, we will determine the extent to which the purchase price will be paid from existing cash and/or through borrowings under our credit facility.
Leonard Fluxman, President and Chief Executive Officer of Steiner, said, "The acquisition of Cortiva Institute, a well-known participant in the massage therapy education field and one of our longtime competitors, would considerably expand and fortify the presence of our Schools division in the post-secondary massage therapy school market. The integration of Cortiva's extensive massage therapy offerings into our existing curriculum, as well as the availability of a variety of new campus locations in several regions of the United States new to us, would further assist the growth of our Schools division. We look forward to introducing even more graduates, with increasingly diverse skill sets, into the growing massage therapy and spa industries."
Closing of the transaction, which is anticipated to take place in 2011, is subject to conditions similar to those in other transactions of this type including, among others, the receipt of regulatory approval from the Department of Education (the Cortiva schools are eligible to receive Title IV student loan funding).
Steiner Leisure Limited is a worldwide provider of spa services. The Company's operations include shipboard and land-based spas and salons. We provide our services on 155 cruise ships and at 68 land-based spas. Our land-based spas include resort spas, urban hotel spas and day spas and are operated under our Elemis®, Mandara®, Chavana®, Bliss® and Remede® brands. In addition, a total of 28 resort and hotel spas are operated under our brands by third parties pursuant to license agreements with the Company. Our cruise line and land-based resort customers include Azamara Club Cruises, Caesar's Entertainment, Carnival Cruise Lines, Celebrity Cruises, Crystal Cruises, Cunard Cruise Line, Hilton Hotels, Holland America Line, InterContinental Hotels and Resorts, Kerzner International, Loews Hotels, Marriott Hotels, Nikko Hotels, Norwegian Cruise Line, P&O Cruises, Planet Hollywood, Princess Cruises, Royal Caribbean Cruises, Seabourn Cruise Lines, Silversea Cruises, Sofitel Luxury Hotels, St. Regis Hotels, Thomson Cruises, W Hotels and Resorts, Westin Hotels and Resorts and Windstar Cruises. Our award-winning Elemis, Bliss and Remède brands are used and sold in our cruise ship and/or land-based spas and are also distributed worldwide to exclusive hotels, salons, health clubs, department stores and destination spas. Our products are also available at www.timetospa.com and www.blissworld.com.
Steiner Leisure also owns and operates five post secondary schools (comprised of a total of 18 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; Groton, Newington and Westport, Connecticut; and Dallas, Texas. Offering 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.
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 the Securities Act of 1933, as amended (the "Securities Act"), and 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 applicable regulatory approval. Those conditions and the other terms of the Cortiva acquisition agreement are set forth in the copy of the agreement which is attached as an exhibit to Steiner Leisure's Current Report on Form 8-K with respect to this transaction to be filed as required under the Exchange Act.
The references above to the post-closing total amount of students enrolled at Steiner Schools division campuses, the accretive nature of the transaction described in this press release, the considerable expansion and fortification of our presence in the post-secondary massage therapy school market, the integration of Cortiva's massage therapy offerings into our existing curriculum, the availability of a variety of new campus locations in several regions of the United States new to Steiner, the assistance in the growth of our Schools division and our introduction of even more graduates, with increasingly diverse skill sets, into the growing spa market may be deemed "forward looking statements" within the meaning of the Securities Act and the Exchange Act. Those statements are 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; our ability to integrate the newly acquired schools into SEG; the ability to enroll and retain students at rates historically applicable to the schools being acquired as well as the ability to attract and retain sufficient numbers of faculty members with appropriate qualifications and experience; failure of our students to pay the portion of their education expenses not covered by financial aid programs; with respect to successful operation of an education institution dependent to a significant extent on the availability of the Title IV loan program, the recent adoption of new restrictions with respect thereto; reductions in tuition pricing by other educational institutions that effect our current competitive condition and, relatedly, our ability to maintain and increase tuition rates that we might otherwise deem to be appropriate; weather conditions that could affect the ability of our schools to remain open at all times when they are scheduled to be open as well as other risks applicable to post-secondary schools as described in our periodic filings with the SEC referenced below.
Undue reliance should not be placed on such forward looking statements as they speak only as of the date hereof. Other risks are described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for 2010. We undertake no obligation to publicly update or revise any of such forward-looking statements.