- SIGNA Sports United (SSU) to combine with Yucaipa Acquisition
Corporation at an implied enterprise value of approximately $3.2
billion
- The transaction encompasses up to approximately $645 million of
gross proceeds through a cash contribution of approximately $345
million held in Yucaipa’s trust account (assuming no redemptions)
and a fully committed upsized PIPE of approximately $300
million
- The combination will accelerate SSU's international expansion,
including the concurrent acquisition of WiggleCRC, the
second-largest online bike retailer globally, and investment in
SSU’s technology platform
- Combined company is a proven and profitable business with
expected net revenues of approximately $1.6 billion in the
financial year ending in September 2021 (pro forma for the
combination with WiggleCRC)
- PIPE investment anchored by Ron Burkle, top-tier global
institutional investors and sovereign wealth funds
- SSU existing shareholders to roll 100% of their equity holdings
into the new public company
- Bridgepoint, current majority owner of WiggleCRC, to receive
part of the purchase consideration in shares of the new public
company
SIGNA Sports United ("SSU" or the "Company"), has entered into a
business combination agreement with Yucaipa Acquisition Corporation
(NYSE: YAC) ("Yucaipa" or "YAC"), a publicly-traded special purpose
acquisition company led by Chairman and President Ron Burkle and
CFO and COO Ira Tochner. The combination also includes the
acquisition of the WiggleCRC Group ("WiggleCRC"), one of the
largest online bike retailers globally, currently owned by
Bridgepoint.
The combined entity will become one of the largest pure-play
sports e-commerce and technology platform company, with expected
net revenues of approximately $1.6 billion in the financial year
ending in September 2021, serving over 7 million active customers,
1,000+ brand partners, 500+ connected retail stores, and more than
15 million sports community users globally.
"We're proud and excited by this next chapter in SSU's growth
story. Becoming a listed company allows us to continue capturing
market share in Europe and to accelerate our U.S. and international
expansion while scaling our platform solutions," said Stephan Zoll,
CEO of SSU. "We also look forward to welcoming WiggleCRC to our SSU
family. The acquisition enhances our global online leadership
especially in the bike category. Our focus on growth and
internationalization coupled with our platform approach drives
significant scale benefits."
"SSU is a global leader in the fastest-growing sports categories
and is well-positioned for continued success as a public company,"
said Ron Burkle, Chairman and President of Yucaipa. "With its
technology platform - and a combination of scale, international
growth and profitability – we expect SSU to grow its leadership
positions and accelerate its global expansion. We look forward to
becoming shareholders and partnering closely with the talented SSU
team on this exciting journey."
As a global leader in four online e-commerce categories: Bike,
Tennis, Outdoor and Team Sports, SSU has pursued a profitable
growth strategy, investing to enter new markets and competing to
establish leading positions. Over the twelve-month period ending
March 31, 2021, the Company's largest segment, Bike & Outdoor,
achieved an Adjusted EBITDA margin of approximately 10% in its core
DACH markets, whilst growing approximately 40% in revenue compared
to the prior year period, and in the rest of Europe, growth
exceeded 60% in revenue compared to the prior year period.
SSU Highlights
- A leading pure-play sports e-commerce and technology platform
with compounding data advantage, playing in the fastest growing
sports categories in an approximately $1.1 trillion global market
which is large, fast-growing and fragmented, driven by megatrends
in health & lifestyle, digitalization, e-mobility and the
continued shift to online
- Multi-year track record of profitable organic growth of 25%+
annually, expected to generate approximately $1.6 billion of net
revenues and more than $70m of Adjusted EBITDA in the financial
year ending in September 31, 2021 (in each case, pro forma for the
combination with WiggleCRC)
- Position in Europe bolstered by a growing presence in the U.S.
from recent entry in Tennis (Midwest Sports acquisition and SSU’s
pending Tennis Express acquisition) and Bike (WiggleCRC
acquisition)
- Outstanding category-specific propositions, expertise and
breadth of product assortment across iconic Bike, Outdoor, Tennis,
and Team Sports webshop brands
- Scalable technology platform and fulfilment infrastructure
enabling synergistic M&A and supporting platform solution
offerings to sports ecosystem partners
- Multiple vectors to accelerate growth and value creation
Growth Strategy
SSU is well-positioned to drive strong growth through three
strategic pillars:
- Organic growth – Leverage scale and superior capabilities to
drive above-market organic growth in existing and adjacent
markets
- Inorganic expansion – Optimize in-market, enter new geographies
or categories and drive verticalization through M&A
- Platform solutions – Utilize technology platform and
infrastructure to offer solutions to sports ecosystem partners
Transaction Overview
YAC has agreed to combine with SIGNA Sports United and the
WiggleCRC Group based on a $3.2 billion pro forma enterprise
valuation.
The transaction is expected to deliver up to approximately $645
million of gross proceeds through the contribution of up to $345
million of cash held in YAC's trust account (assuming no
redemptions) and a concurrent fully committed ordinary share PIPE
of approximately $300 million (upsized from an envisaged PIPE of
$250 million).
Ron Burkle is investing $50 million in the PIPE and is joined by
top tier global institutional investors. The existing shareholders
have agreed to convert 100 per cent of their ownership stakes into
the new public company.
After giving effect to the transaction and assuming no
redemptions by the YAC shareholders, the Company is expected to
have approximately $350 million of liquidity to support future
growth, including strategic acquisitions, and general corporate
purposes.
The transaction has been unanimously approved by the Boards of
Directors of each of YAC and SSU, and is subject to approval by
YAC's shareholders and other customary closing conditions. The
transaction is expected to close in the second half of 2021.
Upon completion of the transaction, the combined company will
trade on the NYSE under the SIGNA Sports United name.
Additional information about the proposed transaction, including
a copy of the business combination agreement and an investor
presentation, will be provided in a current report on Form 8-K to
be filed by YAC with the United States Securities and Exchange
Commission (the "SEC") and available at www.sec.gov, on SSU's
website at https://signa-sportsunited.com/investor-relations and on
YAC’s website at https://www.yucaipayac.com/investor-relations. SSU
will file a registration statement (and YAC will file the proxy
statement/prospectus forming part of the registration statement)
with the SEC in connection with the transaction.
Advisors
Citi acted as lead financial advisor to SSU. Moelis &
Company LLC acted as lead financial advisor to YAC. Jefferies acted
as capital markets advisor to YAC.
Citi and Jefferies LLC acted as co-placement agents on the
PIPE.
Skadden, Arps, Slate, Meagher & Flom LLP acted as lead legal
advisor to SSU, and Kirkland & Ellis LLP acted as lead legal
advisor to YAC.
Investor Call / Management Presentation
SSU and YAC will host a joint investor conference call to
discuss the transaction and review the investor presentation today,
Friday, June 11, 2021 at 10:00 am E.T.
Public Dial-in US/Canada Toll-Free: 1-877-728-1750
International: 1-929-517-0865 Conference ID: 6391089
Phone replay available June 11, 2021 to June 18, 2021 US/Canada
Toll-Free: 1-855-859-2056 International: 1-404-537-3406 Conference
ID: 6391089
A webcast of the conference call and associated presentation
materials will be accessible on SSU's investor relations page at
https://signa-sportsunited.com/investor-relations and on YAC’s
website at https://www.yucaipayac.com/investor-relations. A replay
will be available after the conference call and can be accessed on
the investor relations page.
The presentation will also be filed with the SEC by YAC as an
exhibit to a Current Report on Form 8-K which can be viewed on the
SEC's website at www.sec.gov.
About SIGNA Sports United
Based in Berlin, Germany, SIGNA Sports United is a leading
global sports e-commerce and tech platform in Bike, Tennis, Outdoor
and Team Sports with more than 7 million active customers and close
to 500 million annual webshop visitors. SIGNA Sports United
combines iconic webshop brands such as Wiggle, Chain Reaction
Cycles, Fahrrad.de, Bikester, Probikeshop, Campz, Addnature,
Tennis-Point, TennisPro, Outfitter and many more. More than 1,000+
brand partners, 500+ independent offline retailers and more than 15
million digital sports community members are connected to its
platform.
Further information: www.signa-sportsunited.com.
About Yucaipa
Yucaipa Acquisition Corporation is a special purpose acquisition
company led by Ronald W. Burkle and formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses or entities.
Additional Information and Where to Find It
In connection with the business combination by and among YAC,
Signa Sports United GmbH, Signa Sports United B.V. (“Pubco”),
Olympics I Merger Sub, LLC and Signa International Sports Holding
GmbH, Pubco intends to file a Registration Statement on Form F-4
(the "Form F-4") with the SEC which will include a preliminary
prospectus with respect to its securities to be issued in
connection with the business combination and a preliminary proxy
statement with respect to YAC's shareholder meeting at which YAC's
shareholders will be asked to vote on the proposed business
combination. This communication is not a substitute for the Form
F-4, the definitive proxy statement/prospectus or any other
documents that YAC will send its shareholders in connection with
the business combination. YAC and SSU urge investors, shareholders
and other interested persons to read, when available, the Form F-4,
including the proxy statement/prospectus, any amendments thereto
and any other documents filed with the SEC, because these documents
will contain important information about the proposed business
combination. After the Form F-4 has been filed and declared
effective, YAC will mail the definitive proxy statement/prospectus
to shareholders of YAC as of a record date to be established for
voting on the business combination. YAC shareholders will also be
able to obtain a copy of such documents, without charge, by
directing a request to: Yucaipa Acquisition Corp., 9130 West Sunset
Boulevard, Los Angeles, CA, 90069.; e-mail:
InvestorRelations@YucaipaCo.com. These documents, once available,
can also be obtained, without charge, at the SEC's website
www.sec.gov.
Forward-Looking Statements
Certain statements made in this press release are not historical
facts but are "forward-looking statements" for purposes of the safe
harbor provisions under The Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied
by words such as "believe," "may," “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” "could," “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” "suggests," "targets," "projects," "forecast" and
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding future events, the business combination
between Yucaipa and SSU, the acquisition of Wiggle CRC, the the
estimated or anticipated future results and benefits of the
combined company following the business combination, including the
likelihood and ability of the parties to successfully consummate
the business combination and the acquisition of Wiggle CRC, future
opportunities for the combined company, future planned products and
services, business strategy and plans, objectives of management for
future operations of SSU, market size and growth opportunities,
competitive position, technological and market trends, and other
statements that are not historical facts. These statements are
based on the current expectations of Yucaipa’s and SSU’s management
and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on,
by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. All forward-looking statements are based
upon estimates and forecasts and reflect the views, assumptions,
expectations, and opinions of Yucaipa and SSU, which are all
subject to change due to various factors including, without
limitation, changes in general economic conditions as a result of
the COVID-19 pandemic. Any such estimates, assumptions,
expectations, forecasts, views or opinions, whether or not
identified in this communication, should be regarded as indicative,
preliminary and for illustrative purposes only and should not be
relied upon as being necessarily indicative of future results.
Many actual events and circumstances are beyond the control of
Yucaipa and SSU. These statements are subject to a number of risks
and uncertainties regarding Yucaipa’s businesses and the business
combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to, general
economic, political and business conditions; changes in domestic or
foreign business, market, financial, political and legal
conditions; the timing and structure of the business combination;
changes to the proposed structure of the business combination that
may be required or appropriate as a result of applicable laws or
regulations; the inability of the parties to consummate the
business combination or the occurrence of any event, change or
other circumstances that could give rise to the termination of the
business combination agreement; the PIPE investment and the other
transactions in connection therewith, including as a result of the
COVID-19 pandemic or the risk that any regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected
benefits of the business combination; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the business combination; the receipt of an
unsolicited offer from another party for an alternative business
transaction that could interfere with the business combination; the
risk that the approval of the shareholders of Yucaipa or SSU for
the potential transaction is not obtained; failure to realize the
anticipated benefits of the business combination, including as a
result of a delay in consummating the potential transaction or
difficulty in integrating the businesses of Yucaipa and SSU; the
risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; the ability of the combined company to grow
and manage growth profitably and retain its key employees including
its executive team; the amount of redemption requests made by
Yucaipa’s shareholders; the inability to obtain or maintain the
listing of the post-acquisition company’s securities on NYSE
following the business combination; costs related to the business
combination; the overall level of demand for SSU's services;
general economic conditions and other factors affecting SSU's
business; SSU's ability to implement its business strategy; SSU's
ability to manage expenses; changes in applicable laws and
governmental regulation and the impact of such changes on SSU's
business, SSU's exposure to litigation claims and other loss
contingencies; the risks associated with negative press or
reputational harm; disruptions and other impacts to SSU's business,
as a result of the COVID-19 pandemic and government actions and
restrictive measures implemented in response; SSU's ability to
protect patents, trademarks and other intellectual property rights;
any breaches of, or interruptions in, SSU's technology
infrastructure; changes in tax laws and liabilities; and changes in
legal, regulatory, political and economic risks and the impact of
such changes on SSU's business and those factors discussed in
Yucaipa’s final prospectus relating to its initial public offering,
dated July 29, 2020, and other filings with the SEC. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that
will be described in the "Risk Factors" section of PubCo's
registration statement on Form F-4 and Yucaipa’s proxy statement,
and described in Yucaipa's Annual Report on Form 10-K and other
documents filed by Yucaipa or PubCo from time to time with the SEC.
There may be additional risks that Yucaipa and SSU presently do not
know or that Yucaipa and SSU currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements provide Yucaipa’s and SSU’s expectations, plans or
forecasts of future events and views as of the date of this
communication. Yucaipa and SSU anticipate that subsequent events
and developments will cause Yucaipa’s and SSU’s assessments to
change. However, while Yucaipa or SSU may elect to update these
forward-looking statements at some point in the future, Yucaipa and
SSU specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Yucaipa’s and SSU’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Participants in the Solicitation
YAC, Pubco and SSU and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from YAC’s shareholders in connection with
the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of YAC’s shareholders in connection with the proposed
business combination will be set forth in YAC’s proxy
statement/prospectus when it is filed with the SEC. You can find
more information about YAC’s directors and executive officers in
YAC’s final prospectus filed with the SEC on August 5, 2020.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests will be included in the proxy statement/prospectus when
it becomes available. Shareholders, potential investors and other
interests person should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, sell or exchange nor a solicitation
of an offer to sell, subscribe for or buy any securities or
exchange or the solicitation of any vote in any jurisdiction
pursuant to the business combination or otherwise, nor will there
be any sale, issuance or transfer or securities in any jurisdiction
in contravention of applicable law. No offer of securities will be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act. The proposed business combination
will be submitted to shareholders of Yucaipa for their
consideration.
Non IFRS Financial Measures
The press release includes certain non-IFRS financial measures
(including on a forward-looking basis). These non-IFRS measures are
an addition, and not a substitute for or superior to, measures of
financial performance prepared in accordance with IFRS and should
not be considered as an alternative to net income, operating income
or any other performance measures derived in accordance with IFRS.
YAC and SSU believes that these non-IFRS measures of financial
results (including on a forward forward-looking basis) provide
useful supplemental information to investors about SSU. SSU’s
management uses forward-looking non-IFRS measures to evaluate SSU’s
projected financials and operating performance. However, there are
a number of limitations related to the use of these non-IFRS
measures and their nearest IFRS equivalents, including that they
exclude significant expenses that are required by IFRS to be
recorded in the SSU’s financial measures. In addition, other
companies may calculate non-IFRS measures differently, or may use
other measures to calculate their financial performance, and
therefore, SSU’s non-IFRS measures may not be directly comparable
to similarly titled measures of other companies. Additionally, to
the extent that forward-looking non non-IFRS financial measures are
provided, they are presented on a non-IFRS basis without
reconciliations of such forward forward-looking non-IFRS measures
due to the inherent difficulty in forecasting and quantifying
certain amounts that are necessary for such reconciliations.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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version on businesswire.com: https://www.businesswire.com/news/home/20210610006026/en/
SSU Press Gideon Jessaijan SIGNA Sports United GmbH
g.jessaijan@signasports-united.com +49 (0)30300131-421
SSU Investors Matt Chesler, CFA Allison + Partners
matt.chesler@allisonpr.com +1 646 809 2183
Yucaipa Acquisition Corporation Frank Quintero
pressrelations@yucaipaco.com +1 310 228 2860
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