お知らせ • Dec 01
Gildan Activewear Inc. (TSX:GIL) completed the acquisition of Hanesbrands Inc. (NYSE:HBI) from BlackRock, Inc. (NYSE:BLK), Loews Corporation (NYSE:L), The Vanguard Group, Inc. and others.
Gildan Activewear Inc. (TSX:GIL) entered into definitive merger agreement to acquire Hanesbrands Inc. (NYSE:HBI) from BlackRock, Inc. (NYSE:BLK), Loews Corporation (NYSE:L), The Vanguard Group, Inc. and others for $2.1 billion on August 13, 2025. HanesBrands shareholders will receive 0.102 common shares of Gildan and $0.80 in cash for each share of HanesBrands common stock. This transaction implies an equity value of approximately $2.2 billion and an enterprise value of approximately $4.4 billion for HanesBrands. To finance this transaction, Gildan plans to use cash portion of approximately $290 million, and refinance HanesBrands’ existing debt, which includes a revolving credit facility, term loans, unsecured notes, and short-term debt, totalling approximately $2 billion. To facilitate this transaction, Gildan has secured $2.3 billion in committed financing. This financing package consists of a $1.2 billion bridge facility and $1.1 billion in term loans. Expected to be immediately accretive to Gildan’s adjusted diluted EPS1; 20%+ accretive to adjusted diluted EPS1 pro forma for expected run-rate cost synergies of $200 million. Following transaction close, Gildan's headquarters will continue to be located in Montréal, Québec and the combined company will maintain a strong presence in Winston-Salem, North Carolina. Under the Agreement, HanesBrands will be required to pay to Gildan a termination fee of $67.5 million
The transaction is subject to HanesBrands shareholder approval and other customary closing conditions, including regulatory approvals, and the Gildan common shares to be issued pursuant to the merger agreement being approved for listing on the New York Stock Exchange and the Toronto Stock Exchange, the effectiveness of a registration statement on Form F-4 registering the Gildan common shares issuable in the First Gildan Merger, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, absence of any law or order prohibiting consummation of the Transactions, the absence of any material adverse effect with respect to the other party and other customary conditions relating to the accuracy of representations and warranties and performance of covenants. The deal has been unanimously approved by the board of both Gildan and HanesBrands. The Board of Directors of HanesBrands recommends that the HanesBrands shareholders vote in favour of the proposed transaction. The expected completion of the transaction is late 2025 or early 2026. HanesBrands is subject to customary “no shop” restrictions on its ability to solicit, initiate or knowingly encourage or facilitate alternative acquisition proposals. As on November 20, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired. Hanesbrands shareholders have approved the merger on November 25, 2025.
Monsey Firm of Wohl & Fruchter Investigating Fairness of the Proposed Sale of HanesBrands to Gildan Activewear. Morgan Stanley & Co. LLC acted as financial advisor for Gildan Activewear Inc. CIBC Capital Markets acted as financial advisor for Gildan Activewear Inc. Neal McKnight, Regina L. Readling, Steven L. Holley, Juan Rodriguez, Brian E. Hamilton, Matthew B. Goodman, Davis J. Wang and Ha Jin Lee of Sullivan & Cromwell LLP acted as legal advisor for Gildan Activewear Inc. Stikeman Elliott LLP acted as legal advisor for Gildan Activewear Inc. Goldman Sachs & Co. LLC acted as financial advisor for Hanesbrands Inc. Evercore Inc. acted as financial advisor for Hanesbrands Inc. Blake, Cassels & Graydon LLP acted as legal advisor for Hanesbrands Inc. Joel Mary and Darcy White of Jones Day acted as legal advisor for Hanesbrands Inc. Morgan Stanley Senior Funding, Inc. and Canadian Imperial Bank of Commerce provided fully committed financing. Vincent Frenette, Andrew Hodhod, Olivier Tardif, Julie St-Hilaire and Éléa Hardy Charbonnier of Borden Ladner Gervais LLP advised the lender groups in financing of the Gildan Activewear Inc.'s acquisition of Hanesbrands Inc. D.F. King & Co., Inc. acted as a Information agent to HanesBrands and will be paid a fee of approximately $20,000. Computershare acted as transfer agent to Hanesbrands. Jennifer (Ying) Lan, Roshni Banker Cariello, Randall (Randy) Dorf, Roxanne Walton, Benjamin Cheng and James A. Florack of Davis Polk is advising the joint lead arrangers and administrative agents in the transaction.
Gildan Activewear Inc. (TSX:GIL) completed the acquisition of Hanesbrands Inc. (NYSE:HBI) from BlackRock, Inc. (NYSE:BLK), Loews Corporation (NYSE:L), The Vanguard Group, Inc. and others on December 1, 2025.