Item 2.01 Completion of Acquisition or Disposition of Assets.
Completion of Sale of Maui Jim Shares
On September 30, 2022, RLI Corp., a Delaware corporation ("RLI"), completed the
previously announced sale of its shares of common stock of Maui Jim, Inc. ("Maui
Jim") pursuant to a Share Purchase Agreement (the "Purchase Agreement") by and
among RLI, Kering S.A., a French corporation ("Ultimate Parent"), Kering Eyewear
S.p.A., an Italian corporation and subsidiary of Ultimate Parent ("Parent"),
Huipu Corp., a Delaware corporation and a direct wholly owned subsidiary of
Parent ("Buyer") and Welina, Inc., an Illinois corporation and a direct wholly
owned subsidiary of U.S. Parent ("Merger Sub").
The Purchase Agreement is part of a larger series of transactions whereby Buyer
will acquire all of the issued and outstanding shares of common stock of Maui
Jim. The aggregate pre-tax proceeds received by RLI at closing for the Maui Jim
shares owned by RLI was $686.6 million, after taking into account certain
adjustments at closing. The purchase price payable to RLI in exchange for the
Maui Jim shares owned by RLI remains subject to customary post-closing working
capital and other adjustments.
Jonathan E. Michael, the Chairman of the RLI Board of Directors and former RLI
Chief Executive Officer, holds shares of Maui Jim that will be sold to Buyer for
the same consideration per share as received by RLI pursuant to an Agreement and
Plan of Merger, by and among Ultimate Parent, Parent, Buyer, Merger Sub and Maui
Jim.
The Purchase Agreement and the transactions contemplated thereby are more fully
described in RLI's Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission on March 14, 2022, which description is incorporated herein
by reference. Such description and the foregoing description do not purport to
be complete and are subject to, and qualified in their entirety by, the full
text of the Purchase Agreement referenced in Exhibit 2.1 hereto, which is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 3, 2022, RLI issued a press release announcing the closing of the
sale of Maui Jim shares described above under Item 2.01 of this Current Report
on Form 8-K. A copy of RLI's press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Share Purchase Agreement with Respect to Sale of Shares in Maui
Jim, Inc.* (Incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q filed April 22, 2022).
99.1 Press Release dated October 3, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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