Filed by The Limited, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
Filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Intimate Brands, Inc.
Commission File No. 1-13814
Date: February 5, 2002
The following information was provided to certain personnel at Goldman,
Sachs & Co. and Banc of America Securities LLC, for use in their capacity as
dealer-manager in The Limited Inc.'s exchange offer involving Intimate Brands,
Inc.
The Limited, Inc. (LTD)
Acquisition of Intimate Brands (IBI)
Current Stock Price (As of 2/4/02) FY 2002 P/E(a)
- ---------------------------------- ----------------------------------------
The Limited, Inc. $17.75 The Limited, Inc. 19.7x - 21.1x
Intimate Brands $17.50 Intimate Brands 21.1x - 22.7x
Structure of the Deal
- ---------------------
Transaction: Exchange offer for 16.3% publicly held common
shares of Intimate Brands which The Limited, Inc.
does not own
Consideration: 100% LTD stock
Exchange Ratio: 1.046 shares of LTD for each IBI Class A share
Implied Premium: 6.1% to IBI's stock price prior to announcement
Tender Period: 25 business days; expires Monday, March 11, 2002
Conditions to Closing 39% of IBI publicly held shares are tendered such
that LTD owns => 90% of IBI shares tendered
(approx. 31 mm shares must be tendered)
LTD shareholder approval of share issuance
The Limited's If closing conditions are met, complete short-form
Intention: merger
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Role of a Dealer Manager in the Transaction
- -------------------------------------------
o Assist in tender offer process
o Provide clarification to IBI shareholders with respect to exchange offer
Transaction Background: On October 23, 1995, Intimate Brands, which was then a
wholly-owned subsidiary of The Limited, Inc., completed a $680 million IPO of
approximately 16% of its common stock. Since then, IBI's sales have grown from
$2.6B (FY 1995) to $5.1B(FY 2000), while net income has grown from $203mm to
$432mm. At the same time, LTD has streamlined its businesses via a number of
strategic divestitures. IBI now represents approx. 90% of LTD's operating
earnings for FY2001 and 95% of its market value (as of 2/4/02), giving rise to
this transaction.
Overview of The Limited, Inc.'s Portfolio
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Intimate Brands (83.7% Ownership)
o Victoria's Secret Stores - The leading specialty retailer of women's
intimate apparel and related products with sales of approximately $2.3B in
2000 and 958 stores
o Victoria's Secret Beauty - A leading specialty retailer of high quality
beauty products with net sales of approximately $530mm in 2000
o Victoria's Secret Direct - A leading catalog and e-commerce retailer of
intimate and other women's apparel with net sales of approximately $960mm in
2000
o Bath & Body Works - The leading specialty retailer of personal care products
with net sales of approximately $1.8B in 2000 and 1,432 stores. Also
operates White Barn Candle Company
Apparel Assets (100.0% Ownership):
o Express - Women's specialty retailer with sales of approximately $1.6B in
2000 and 667 stores
o Structure - A leading specialty retailer of men's apparel is being rebranded
as Express Men's with sales of approximately $570mm in 2000 and 469 stores
o The Limited - Women's retailer with sales of approximately $670mm in 2000 and
389 stores
Other Apparel Assets (100.0% Ownership):
o Lerner New York - Women's apparel retailer with sales of approx. $1.0B in
2000 with 560 stores
o Henri Bendel
Other Assets (100.0% Ownership):
o Mast - Apparel contract manufacturer
o Easton - Real estate investment property
Minority Equity Stakes % Ownership
o ADS 20%
o CHRS 9%
o GLYN 24%
Based on the closing stock prices on February 4, 2002, these holdings had
a market value of over $415 mm.
Comparable Analysis
- -------------------
(As of close on 2/4/02) LTD IBI ANF AEOS ANN GPS TLB
------------- ------------- ------ ------ ------ ------- ------
Stock Price $17.75 $17.50 $25.00 $24.34 $37.17 $13.37 $34.51
Market Cap. ($ in millions) $7,616 $8.601 $2,472 $1.750 $1,084 $11,563 $2,078
FY 2001 P/E 20.6x - 21.1x 22.2x - 22.7x 15.9x 17.1x 29.5x 95.5x 17.2x
FY 2002 P/E 19.7x - 21.1x 21.1x - 22.7x 13.8x 14.7x 24.6x 34.3x 15.3x
(1) Source: LTD and IBI: LTD estimates per earnings announcement (2/4/02.) All
others from First Call.
Summary Transaction Rationale
- -----------------------------
o Allows increased focus on a smaller number of key businesses and brands
o Allows greater flexibility in allocating resources and expertise
o Combined company will be better positioned to achieve long term earnings
growth
o Investors increasingly view LTD and IBI as similar companies (converging
growth rates; approximately 90% of LTD operating earnings for FY 2001
represented by IBI; IBI stake represents approximately 95% of LTD market
value)
o The combination will eliminate rating agency uncertainty, bringing
potential future financing benefits
Expected Benefits of Transaction to IBI Shareholders
- ----------------------------------------------------
o Receive approximately the same ownership of IBI after completion of the
offer and merger; plus
o 16.3% ownership in Limited apparel brands and minority equity stakes
o Continue to participate in IBI growth through the ownership of LTD shares
o IBI better positioned to achieve meaningful long-term earnings growth than on
a stand-alone basis
o Expect more liquid trading market for LTD shares than from current IBI shares
o Offer and merger tax-free for participating U.S. shareholders for U.S.
federal tax purposes
o The combination will eliminate rating agency and lender uncertainty
Expected Benefits of Transaction to LTD Shareholders
- ----------------------------------------------------
o Ability to strengthen a small number of key businesses and brands and
exploit the key brands across different merchandise categories and
distribution channels
o Capitalize on the strength of the key brands of both companies by providing
greater flexibility in allocating resources and expertise
o Elimination of management distraction as a result of time spent maintaining
two public companies
o Opportunity for modest cost-savings through the elimination of certain
duplicative functions
o The combination will eliminate rating agency and lender uncertainty
Risk Factors
- ------------
A number of risk factors are set forth in the prospectus, including:
o Value of LTD shares at time of receipt may be less than value at time of
tender because number of LTD shares in offer is fixed
o Subject to risks inherent in LTD's businesses (including IBI), which could
result in stock price decline
o Anticipated benefits may not be fully realized or realized as quickly as
anticipated
o Officers and directors of IBI have potential conflicts of interest in the
offer
o Revenue and profit results are sensitive to general economic conditions,
consumer confidence and spending patterns
Key Contacts
------------
Corporate Finance Mergers & Acquisitions Research
----------------- ---------------------- --------
Joel Van Dusen 212-847-5581 Stefan Selig 212-847-5305 Dana Cohen 212-847-5780
Noam Cohen 212-847-6756 Ryan Mash 212-847-5199 Capital Markets
Marian Gibbon 212-847-5985 Tom Lee 212-847-5314 ---------------
Brent Bundon 212-847-5919 Alejandro 212-847-6016 Jeff Child 415-627-2496
Martinez-Perez Ashley Delp 415-627-2760
Dana Snyde 212-847-5845 Jeff Dejelo 212-847-6777
Scott Barclay 415-913-5913
(a) Based on Limited management forecast for FY 2002.
This memorandum relates to an exchange offer by The Limited, Inc. This
memorandum is merely a brief summary for informational purposes for exclusive
use by personnel of Banc of America Securities LLC and Goldman, Sachs & Co. and
should be read only in conjunction with the Registration Statement on Form S-4
filed by The Limited, Inc. The Limited does not take any responsibility for
financial information.
Forward Looking Statements
This communication contains certain "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, including, among others, estimates of fiscal
year 2001 and 2002 results. Investors are cautioned that such forward looking
statements are subject to risks and uncertainties, many of which are beyond The
Limited's control. Accordingly, actual results may differ materially from those
expressed or implied in any such forward looking statements. Words such as
"estimate," "project," "plan," "believe," "expect," "anticipate," "intend" and
similar expressions may identify forward-looking statements.
The following factors, among others, in some cases have affected and in
the future could affect The Limited's (including, Intimate Brands') financial
performance and actual results and could cause actual results for 2001, 2002
and beyond to differ materially from those expressed or implied in any
forward-looking statements included in this press release and related
conference call: changes in consumer spending patterns, consumer preferences
and overall economic conditions; the potential impact of national and
international security concerns on the retail environment; the impact of
competition and pricing; changes in weather patterns; political stability;
postal rate increases and charges; paper and printing costs; risks associated
with the seasonality of the retail industry; risks related to consumer
acceptance of the products sold and the ability to develop new merchandise; the
ability to retain, hire and train key personnel; risks associated with the
possible inability of manufacturers to deliver products in a timely manner;
risks associated with relying on foreign sources of production and availability
of suitable store locations on appropriate terms. In addition, a number of
risks relate to the offer and the merger, including declines in the value of
the consideration offered because the exchange ratio is fixed; the risks and
liabilities associated with The Limited's non-Intimate Brands businesses that
are different from those associated with Intimate Brands' businesses; and the
risk that the anticipated benefits of the transaction will not be achieved.
Investors should read The Limited's prospectus and proxy statement
relating to the proposed exchange offer and merger and the documents
incorporated therein for a more detailed discussion of these risks and
uncertainties. The Limited is under no obligation and does not intend to update
any of these forward-looking statements, even if experience or future charges
make it clear that any proposed results experienced or implied therein will not
be realized. The Limited is scheduled to report January sales on February 7,
2002 and fourth quarter earnings on February 28, 2002.
Additional Information
In connection with the proposed transaction, The Limited, Inc. has filed
an exchange offer prospectus and a proxy statement with the Securities and
Exchange Commission. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE AND
ALL RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a free copy of the exchange offer prospectus, the proxy
statement and related documents from the Securities and Exchange Commission's
web site at http://www.sec.gov. Free copies of these documents may also be
obtained from The Limited by directing a request to The Limited, Inc.,
Investors Relations, Three Limited Parkway, Columbus, Ohio 43216, (614)
415-7076.
The Limited and its directors, executive officers and other members of its
management and employees may be soliciting proxies from its stockholders in
connection with the proposed transaction. Information concerning The Limited's
participants in the solicitation is contained in a filing made by The Limited
with the Securities and Commission pursuant to Rule 14a-12 on February 4, 2002.
