Civil lawsuits involving Icebreaker buyer VF Corp 'just normal business' in US, OIO concludes

Icebreaker founder Jeremy Moon. The company was sold to US apparel group VF Corp for $288 million. Photo / File

US apparel group VF Corp, which bought merino wool clothing maker Icebreaker Holdings for $288 million, has been party to a number of civil lawsuits in the US but they were a normal part of doing business and don't reflect badly on the company, says New Zealand's foreign investments regulator.

The Overseas Investment Office approved the sale of Icebreaker in February. Icebreaker's shareholders, including founder Jeremy Moon, had sought a tie-up with "an established international entity or group for global market access, logistics and management opportunities" to "fully realise Icebreaker's growth potential" and picked VFC as its preferred buyer after a competitive tender process, a summary of the decision said.

Pennsylvania-based VFC, whose brands include The North Face, Timberland, SmartWool, Vans, Wrangler and Lee, said adding Icebreaker to its Smartwool brand would position the company as a global leader in merino wool and natural fibres.

The OIO released its full decision under the Official Information Act this week, with redactions of some commercially sensitive information.

The report includes the good character tests the OIO must apply to an applicant and its officers under the Overseas Investment Act, including a check on whether the ROP (relevant overseas person) and IWC (individual with control over the relevant person) are listed on the Offshore Leaks Database of the International Consortium of Investigative Journalists which includes the leaked data used in the Paradise Papers, the Panama Papers, the Offshore Leaks and the Bahamas Leaks investigations. No connections were found with the ICIJ database.

The OIO is required to consider all allegations of offending whether or not it resulted in a conviction. The decision lists nine lawsuits against various directors of VFC although they all related to their involvement with other companies and none were deemed to reflect poorly on their character.

For one director, Robert Hurst, mention is made of a New York Times article about unpaid art sales tax in 2002. The OIO said it was "akin to an audit related to sales tax" and no money was found to be due.

In another instance, in 2017 Hurst was sued in his capacity as a director of a company called Oxbow, having been appointed by his private equity firm Crestview Partners. There had been no outcome in that case by decision time, the OIO said.

Four involved director Clarence Otis but related to his roles as chair or chief executive of Dardin Restaurants, which owns a number of US restaurant chains. All but one (which ended in a settlement) were dismissed.

"Such articles and lawsuits are to be expected considering the range of directorships held by Otis in large corporates, and the litigious environment in North America," the OIO said.

The decision lists about 29 lawsuits involving VFC, some dating back to the 1990s, and many were dismissed. They include a number of copyright or patent infringement suits, or licensing and employment disputes.

The OIO also considered several reports relating to employment, notably two articles about conditions in factories in Cambodia that produced its garments.

One noted articles about factory conditions in Cambodia where 500 workers "were hospitalised after fainting out of exhaustion and hunger".

The plant made products for VFC, Nike, Puma and Asics. The OIO said VFC "has had multiple experiences in Cambodia with situations of a mass fainting," which it said was a phenomenon unique to that country.

It said VFC had "robust protocols and programmes in place to ensure all workers within the global supply chain receive fair working conditions."

Another concerned an investigation by the Fair Labour Association that said a VFC garment factory in Cambodia was guilty of freedom of association violation. The OIO said VFC put corrective measures in place including reinstatement and backpay of workers who had been dismissed and ensuring unions could operate in the factory.

Other cases included VFC settling a California case for selling products containing certain chemicals without the required warnings and fines paid for making unsubstantiated public health claims for the anti-bacterial properties of North Face footwear.

"As expected, VFC has been party to a number of civil lawsuits in America," the OIO said.

"This is to be expected of a large, publicly listed company in the States and we don't believe it reflects negatively on its character. The lawsuits arise in the normal course of business."

Icebreaker had annual sales of $220m in the last financial year, of which 86 percent were from overseas markets, and is expected to immediately add to VFC's earnings.

NYSE-listed VFC has a market capitalisation of around US$32 billion ($45.4b). The company lifted 2017 revenue 7 per cent to US$11.8b, generating a profit of US$615m. The Icebreaker deal didn't amount to a material transaction for the company.

Icebreaker signed a 10-year, $100m supply contract with New Zealand merino wool growers a week after the deal was first announced in November, with the clothing company paying a premium to recognise grower loyalty and let the firm use farm imagery and storytelling in its global marketing efforts.