Timberland proxy lists more exec benefits from deal

Timberland Company executives could receive nearly $70 million in change-of-control benefits as a result of the Stratham-based footwear and apparel firm’s expected $2.3 billion acquisition by VF Enterprises Inc., according to a disclosure proxy filed earlier this week by Timberland.CEO Jeffrey Swartz would get more than half of that total — $37.2 million in cash, equity, benefits and tax reimbursement severance if he leaves the merged company — on top of the approximately $500 million that he and his family would receive for their stock in the sale.Other shareholders won’t have a say in the transaction because the Swartz family – which owns 73.5 percent of the company’s aggregate voting stock – has already promised to deliver the company to VF Enterprises, or pay an $87.2 million penalty, if a better unsolicited offer is not received by Monday.However, since there will be no vote, the law requires that common shareholders can have their shares appraised by filing with the Delaware Register in Chancery 20 days after the mailing of the informational proxy. Then it is up to the Delaware court to decide how much the stock is worth.A class action suit is challenging the deal, arguing both that shareholders should be able to vote on the deal and that the company could have received better value elsewhere.Timberland shares, however, were selling for about $30 a share before the deal was announced and its stock value has shot up to near the $43-a-share price offered by VF Enterprises.VF Enterprises owns a number of other apparel lines, including The North Face.Timberland has hired Goldman Sachs as financial adviser on the deal. In addition to expenses, the financial firm receives $16 million if the merger is consummated. — BOB SANDERS/NEW HAMPSHIRE BUSINESS REVIEW