Sterling Jewelers Inc. entered into an agreement to acquire Diamonds Direct USA Inc. for approximately $490 million on October 8, 2021. The consideration reflects approximately a 1.1x multiple on annualized revenue and approximately a 7.1x multiple on annualized EBITDA. Diamonds Direct currently operates 22 locations with mature stores having a median annualized revenue of approximately $18.5 million over the last twelve months. Diamonds Direct's current leadership team will remain intact with Itay Berger reporting directly to Virginia Drosos. Sterling may terminate the transaction at any time after January 8, 2022, if antitrust approval has not been obtained, subject to paying Diamonds Direct a $10 million termination fee if all other conditions to Sterling's obligation to consummate the closing have been satisfied. The transaction is subject to regulatory approval and satisfaction of customary closing conditions, including U.S. antitrust approval. The transaction is expected to close in the fourth quarter of fiscal 2022. The transaction will be immediately accretive to Signet post-closing. Ken Young, Jonathan Stott, James Fishkin, Beverly Ang, Michael Okkonen, Edward Lemanowicz, Karen Neuman, Howard Klein, Jeffrey Rubin, Francois Quintard-Morenas, Abbi Cohen, Thomas Rayski, Christina Sarchio and Neil Steiner of Dechert acted as legal advisors to Diamonds Direct.

Sterling Jewelers Inc. completed the acquisition of Diamonds Direct USA Inc. on November 17, 2021. Benesch, Friedlander, Coplan & Aronoff LLP and Shibolet & Co. acted as legal advisor to Signet Jewelers Limited parent of Sterling Jewelers Inc.