Enough Kathmandu shareholders backed the $368 million acquisition of surf brand Rip Curl to approve the deal just on the number of proxy votes held by the board.

The special meeting in Sydney was to ratify the deal, which will turn Kathmandu into a billion-dollar-revenue business and add at least 10 per cent to per-share earnings. The resolution attracted 163.1 million votes - 60 per cent - in favour on proxies alone. It was almost unanimously supported with 99.96 per cent support at the meeting.

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Kathmandu's big bet on Rip Curl brand

The outdoor goods retailer is raising $145m in a one-for-four accelerated entitlement offer to help pay for the surf brand. The institutional component of the offer cleared the shares at $3.06 per share, a 51 cent premium to the $2.55 offer price which retail shareholders will pay.

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"Reflecting our commitment to the company and to this acquisition, I am also pleased to confirm that all Kathmandu directors who are current shareholders of Kathmandu intend to participate in the accelerated entitlement offer to partly fund the acquisition," chair David Kirk said in speech notes lodged with the stock exchange before the meeting.

The shares fell 1.6 per cent to $3.13 in relatively light trading of 37,000 shares.

A separate resolution to amend the company's constitution and bring it in line with NZX listing rules was also passed with 99.99 per cent support.