Limited Brands, Inc. To Acquire La Senza Corporation

COLUMBUS, Ohio and MONTREAL, Nov. 15 /PRNewswire-FirstCall/ -- Limited
Brands, Inc. (NYSE: LTD) and La Senza Corporation (TSX: LSZ), a leading
Canadian and international intimate apparel specialty retailer in Canada,
announced today that they have executed a definitive support agreement under
which Limited Brands has agreed to purchase all outstanding shares of La Senza
for C$48.25 per share in cash via a takeover (or tender) offer. The proposed
transaction has an equity value of approximately $710 million (Canadian) or
$628 million (U.S.). The offer price represents a premium of 47.8% based on
the C$32.65 closing price for La Senza shares on the Toronto Stock Exchange on
November 14, 2006. 
(Logo:  http://www.newscom.com/cgi-bin/prnh/20020520/CLM001LOGO ) 
As of November 14, 2006, La Senza owns and operates 318 stores in Canada,
and licensees operate a further 327 stores in 34 other countries. 
As of October 28, 2006, Limited Brands owns and operates 3,534 stores
under the Victoria's Secret, Bath & Body Works, Express, Limited Stores and
other brand names in the United States. 
Irv Teitelbaum, Chairman & Chief Executive Officer and Stephen Gross, Vice
Chairman of La Senza, who together started the original company 40 years ago
(as Suzy Shier), will remain in their respective positions, together with
Laurence Lewin, President & Chief Operating Officer who co-founded La Senza in
1990. La Senza will remain headquartered in Montreal. 
Irv Teitelbaum said, "This is an exciting period for La Senza, our team
members and our customers.  We have been careful to choose the right partner
and the right opportunity to benefit our organization, not only in Canada, but
throughout the world.  This is a compelling offer that immediately recognizes
the value of our brands, strategy and talented team members.  This transaction
recognizes the significant progress we have made in streamlining our business
and the strength of our balance sheet and cash flow.  Given our companies'
similar characteristics, we believe Limited Brands, together with Victoria's
Secret, are ideal partners for us.  This combination represents a major
strategic step forward enabling us to continue to further pursue La Senza's
growth opportunities." 
Teitelbaum continued, "We all share a passion and a commitment to the
business. The proposed deal provides a premium to all shareholders, and
ensures stability for our team members, our customers and our international
licensees."  Teitelbaum and Gross indicated that the proposal from Limited
Brands "achieves all of our objectives for La Senza Corporation, our
shareholders and the La Senza family, and is the only transaction we are
prepared to pursue." In that regard, Irv Teitelbaum, Stephen Gross and
Laurence Lewin and their beneficial interests, together with all of the other
holders of multiple voting shares, representing an aggregate of 48% of the
outstanding shares and options of La Senza Corporation, have entered into a
hard lock-up agreement in conjunction with the definitive support agreement. 
Laurence Lewin, President of La Senza, added "there are no anticipated
changes in leadership, strategy or management of La Senza.  On the contrary,
it is expected that this business combination will open up interesting growth
opportunities and ensure a superb legacy for La Senza." 
Leslie H. Wexner, Chairman and Chief Executive Officer of Limited Brands,
said, "This acquisition is all about achieving growth for two companies that
share similar values.  La Senza is a very well-run business and we look
forward to partnering with its management team, who will continue to operate
the company in the normal course of business.  La Senza is a great strategic
fit with our intimate apparel business, and their international
infrastructure, real estate expertise, and operating model will also be great
assets to us as we look to enhance our capabilities to meet our strategic
growth initiatives internationally." 
The transaction is expected to be modestly accretive to Limited Brands'
earnings per share in 2007, subject to final purchase price allocation. The
proposed transaction is equivalent to an enterprise value of $568 million
(U.S.) after taking into account the cash, securities and debt on La Senza's
balance sheet as of July 29, 2006. 
Banc of America Securities and Financo, Inc. served as financial advisors
and Davis Polk & Wardwell and Osler, Hoskin & Harcourt, LLP as legal advisors
for Limited Brands.  Davies Ward Phillips & Vineberg LLP served as legal
advisors to La Senza and Stikeman Elliott LLP was legal advisor to the locked
up shareholders. Scotia Capital Inc. provided a fairness opinion with respect
to the transaction to the Board of Directors of La Senza. 
Conference Call Information 
Limited Brands, Inc. will conduct a conference call to discuss the
transaction, along with its third quarter earnings results, at 5:30 p.m.
eastern time on Wednesday, November 15.  To listen to the call, dial
1-877-601-1433 for the live call (International Dial-In Number: 1-630-395-0024) prior to 5:30 p.m. ET on November 15, 2006 or call 1-800-337-6551,
followed by the passcode LTD (583), (International Replay Number: 1-402-220-9656, passcode: LTD (or 583)) or log onto www.Limitedbrands.com for an audio
replay.  Additional third quarter financial information and further
information about the transaction is also available at www.LimitedBrands.com. 
La Senza Corporation will conduct two similar conference calls for
shareholders and media at 5:30 p.m. Wednesday evening, November 15th, and 9:00
a.m. Thursday, November 16th.  To listen to either call, dial 1-866-234-3331,
followed by the passcode 295909. 
Transaction Summary 
Limited Brands, through an indirect wholly-owned subsidiary, has agreed to
make an offer to acquire all of the issued and outstanding subordinate voting
shares of La Senza, including subordinate voting shares issued upon conversion
of the outstanding multiple voting shares and issued upon the exercise of
outstanding options, at a price of C$48.25 per share. Limited Brands expects
to mail a take-over bid for the offer shortly. 
Irv Teitelbaum, Stephen Gross and Laurence Lewin, and their beneficial
interests, together with all of the other holders of multiple voting shares,
have entered into a hard lock-up agreement that expires on June 30, 2007 which
provides that, subject to certain terms and conditions, they will deposit all
of their subordinate voting shares, including those issued upon conversion of
all of the multiple voting shares held by them, to the offer. The shares
subject to the lock-up agreement total 7,120,535 total shares, which represent
48% of the fully diluted shares post conversion. 
The offer will be subject to a number of conditions, including but not
limited to there being validly deposited under the offer and not withdrawn
that number of subordinate voting shares that constitutes at least 66 2/3% of
the issued and outstanding subordinate voting shares on a fully diluted basis,
assuming the conversion of all multiple voting shares.  This minimum condition
cannot be waived.  If a sufficient number of shares to meet the minimum tender
condition are tendered to the offer, Limited Brands has agreed to pursue
lawful means of acquiring the remaining shares, including, without limitation,
through a subsequent acquisition transaction.  The proposed transaction is
expected to close mid-January 2007. 
La Senza has entered into a definitive support agreement with Limited
Brands which provides that, subject to certain terms and conditions, La Senza
will support the offer. The agreement also provides for, among other things, a
non-solicitation covenant on the part of La Senza. The Board of Directors of
La Senza, after consultation with its financial and legal advisors and upon
consideration of the fairness opinion delivered by its financial advisor, has
determined unanimously (excluding any directors who abstained from voting on
such resolution) that the Offer is fair to all holders of subordinate voting
shares (other than those who have entered into the lock-up agreement, as to
which no determination has been made) and has resolved unanimously (excluding
any directors who abstained from voting on such resolution) to recommend that
all holders of subordinate voting shares (other than the locked-up
shareholders referred to above, as to which no recommendation has been made)
accept  the Offer.  In certain circumstances, La Senza Corporation may
terminate the definitive support agreement and withdraw its recommendation to
shareholders to accept Limited Brands' offer.  In such an event, La Senza
would not be required to pay a termination fee to Limited Brands. 
The definitive support agreement also allows La Senza Corporation to
declare and pay its regular quarterly dividend. 
About Limited Brands: 
Limited Brands, through Victoria's Secret, Bath & Body Works, C.O.
Bigelow, Express, Limited Stores, White Barn Candle Co., Henri Bendel and Diva
London, presently operates 3,534 specialty stores.  Victoria's Secret products
are also available through the catalogue and www.VictoriasSecret.com.  Bath &
Body Works products are also available through the catalogue and
www.BathandBodyWorks.com. 
About La Senza: 
La Senza Corporation owns and operates 318 La Senza Lingerie, La Senza
Express, La Senza Spirit and La Senza Girl stores throughout Canada. In
addition a further 327 La Senza and La Senza Girl stores are operated in 34
other countries in the world through corporate licensing and co-operation
agreements. 
La Senza products are also available through their websites at
www.lasenza.com www.lasenzaspirit.com and a summary of La Senza Girl products
may be viewed at www.lasenzagirl.com. 
This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any shares. The solicitation
and the offer to buy La Senza shares will only be made pursuant to an offer to
purchase and related materials that will be mailed to shareholders of La Senza
shortly. Shareholders should read these materials carefully because they
contain important information, including the terms and conditions of the
offer. Shareholders will be able to obtain the offer to purchase and related
materials with respect to the tender offer free from Georgeson Canada, 100
University Avenue, 11th Floor, South Tower, Toronto, ON M5J2Y1, 1-866-288-1537. 
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: Limited Brands cautions that any forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995)
contained in this press release or the third quarter earnings call or made by
Limited Brands or management of Limited Brands involve risks and uncertainties
and are subject to change based on various important factors, many of which
are beyond our control.  Accordingly, Limited Brands' future performance and
financial 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," "planned," "potential" and
similar expressions may identify forward-looking statements.  The following
factors, among others, in some cases have affected and in the future could
affect Limited Brands' financial performance and actual results and could
cause actual results to differ materially from those expressed or implied in
any forward-looking statements included in this press release or the third
quarter earnings call or otherwise made by Limited Brands or management: risks
associated with general economic conditions, consumer confidence and consumer
spending patterns; the potential impact of national and international security
concerns on the retail environment, including any possible military action,
terrorist attacks or other hostilities; risks associated with the seasonality
of Limited Brands' business; risks associated with severe weather and changes
in weather patterns; risks associated with the highly competitive nature of
the retail industry generally and the segments in which we operate
particularly; risks related to consumer acceptance of Limited Brands' products
and Limited Brands' ability to keep up with fashion trends, develop new
merchandise, launch new product lines successfully, offer products at the
appropriate price points and enhance Limited Brands' brand image; risks
associated with Limited Brands' ability to retain, hire and train key
personnel and management; risks associated with the possible inability of
Limited Brands' manufacturers to deliver products in a timely manner or meet
quality standards; risks associated with Limited Brands' reliance on foreign
sources of production, including risks related to the disruption of imports by
labor disputes, risks related to political instability, risks associated with
legal and regulatory matters, risks related to duties, taxes, other charges
and quotas on imports, risks related to local business practices, potential
delays or disruptions in shipping and related pricing impacts and political
issues and risks related to currency and exchange rates; risks associated with
the dependence on a high volume of mall traffic and the possible lack of
availability of suitable store locations on appropriate terms; risks
associated with increases in the costs of mailing, paper and printing; risks
associated with our ability to service any debt we incur from time to time as
well as the requirements the agreements related to such debt impose upon us;
risks associated with Limited Brands' reliance on information technology,
including risks related to the implementation of new information technology
systems and risks related to utilizing third parties to provide information
technology services; risks associated with natural disasters, risks related to
acquisitions, including the proposed acquisition of La Senza described above,
including risks associated with integration activities and strategic goals and
risks associated with rising energy costs.  Limited Brands is not under any
obligation and does not intend to make publicly available any update or other
revisions to any of the forward-looking statements contained in this press
release or the third quarter earnings call to reflect circumstances existing
after the date of this report or to reflect the occurrence of future events
even if experience or future events make it clear that any expected results
expressed or implied by those forward-looking statements will not be realized. 
Canadian Report Filing:  Limited Brands, Inc. will be filing a report
under National Instrument 62-103 of the Canadian Securities Administrators in
connection with the proposed transaction, a copy of which may be obtained from
Georgeson Canada, 100 University Avenue, 11th Floor, South Tower, Toronto, ON
M5J2Y1, 1-866-288-1537. 

SOURCE  Limited Brands 
CONTACT:
Tom KatzenmeyerSenior Vice President, Investor, Media and Community Relations 
of Limited Brands, Inc., +1-614-415-7076,; or Irv Teitelbaum, Chairman and 
Chief Executive Officer, or Laurence Lewin, President and Chief Operating 
Officer, +1-514-684-7700, both of La Senza Corporation
-0- Nov/15/2006 21:29 GMT
 
 
Press spacebar to pause and continue. Press esc to stop.