Wanda Sports Group Company Limited (the “
Company”
or “
Wanda Sports Group”) today announced the
completion of the initial tender offer (the
“
Offer”), launched by Wanda Sports &
Media (Hong Kong) Holding Co. Limited on December
23, 2020, to acquire all of the issued and outstanding class A
ordinary shares of the Company, with no par value (the
“
Class A Ordinary Shares”), including all Class A
Ordinary Shares represented by American depositary shares of the
Company (“
ADSs”). It also announced a Subsequent
Offering Period (as defined below) related to the Offer and changes
in its senior management and board of directors (the
“
Board”).
Tender Offer
The Offer and withdrawal rights expired
at 5:00 p.m., New York City Time, on January 29, 2021.
According to the tender agent for the Offer, a total of
36,471,813.5 Class A Ordinary Shares (including Class A Ordinary
Shares represented by ADSs) had been validly tendered (and not
properly withdrawn) pursuant to the Offer, representing
approximately 73% of the outstanding Class A Ordinary Shares
(including Class A Ordinary Shares represented by ADSs), excluding
8,215,616 ADSs held by certain associates of the offeror that are
subject to a Standstill Agreement. The foregoing include a total of
17,529,697 ADSs tendered, representing approximately 88% of the
outstanding ADSs, excluding the ADSs held by the associates of the
offeror. All tendered Class A Ordinary Shares and ADSs have been
accepted in accordance with the Offer.
A subsequent offering period (the
“Subsequent Offering Period”) has commenced as of
9:00 am New York City time February 1, 2021, for all remaining
Class A Ordinary Shares and ADSs. The Subsequent Offering Period
will expire at 5:00 pm New York City time on February 26,
2021, unless extended. During this Subsequent Offering Period,
holders of Class A Ordinary Shares and ADSs who did not previously
tender their Class A Ordinary Shares or ADSs, as the case may be,
in the Offer may do so and will promptly receive the same $1.70 per
Class A Ordinary Share in cash (or $2.55 per ADS, as appropriate),
without interest thereon, offered in the initial offering period.
No withdrawal rights will apply to any Class A Ordinary Shares or
ADSs tendered during the Subsequent Offering Period.
Termination of ADR Program and
Delisting
With effect from January 29, 2021, the deposit
agreement under which the ADSs were issued has been terminated.
Following the filing on January 19, 2021 with the U.S. Securities
and Exchange Commission (the “SEC”) of a notice on
Form 25 relating to the delisting of the ADSs on the Nasdaq Global
Select Market, the ADSs have been delisted effective as of January
29, 2021 (the “Delisting Date”). As a result of
the termination of the deposit agreement and the delisting, the
ADSs are no longer tradeable and there is no longer any listing of
any securities of the Company on any stock exchange in the United
States or elsewhere.
Dissolution of Independent Board
Committee and Board Changes
Effective as of the Delisting Date, the Board
has dissolved the Company’s independent board committee formed in
connection with the Offer. In addition, independent directors Edwin
Fung and Kenneth Jarrett, have resigned as directors of the
Company, effective as of the Delisting Date.
Also effective as of the Delisting Date, Honghui
Liao, Chief Financial Officer, has resigned from his position as
well as a director of the Company. In the interim and effective
upon Mr. Liao’s resignation, Yanmei Chen, the Company’s Financial
Controller, will serve as the acting Chief Financial Officer.
The entire Wanda Sports Group team and the Board
thank all the individuals for their valuable contribution to the
Company and wish them continued success.
Securities Law Disclosure
This press release is for informational purposes
only and is not an offer to buy or the solicitation of an offer to
sell any securities. The solicitation and the offer to buy shares
of Class A Ordinary Shares and ADSs have been made pursuant to an
offer to purchase on Schedule TO and related materials that Wanda
Sports & Media (Hong Kong) Holding Co. Limited filed with the
SEC on December 23, 2020, as amended. The Company filed a
solicitation/recommendation statement with respect to the Offer on
Schedule 14D-9 on December 23, 2020, as amended. The Company
further filed a Schedule 14D-9/A and Schedule 13E-3/A relating to
the announcement of the results of the initial offer period and the
Subsequent Offering Period. Holders of Class A Ordinary Shares and
ADSs and other investors should read these materials carefully
because they contain important information, including the terms and
conditions for the Subsequent Offering Period. Holders of Class A
Ordinary Shares and ADSs and other investors are able to obtain
copies of these materials without charge from the SEC through the
SEC’s website at www.sec.gov; from MacKenzie Partners, Inc., the
information agent for the offer, toll-free at +1-800-322-2885 or,
if calling from outside at +1-212-929-5500 or from the Company
(with respect to documents filed by the Company with the SEC) by
going to Company’s website at
http://investor.wsg.cn/investor-relations. Holders of Class A
Ordinary Shares and ADSs are urged to read those materials
carefully prior to making any decisions with respect to the
Offer.
About Wanda Sports Group
Wanda Sports Group is a leading global sports
events, media and marketing platform with a mission to unite people
in sports and enable athletes and fans to live their passions and
dreams. Through its businesses, Infront and Wanda Sports China,
Wanda Sports Group has significant intellectual property rights,
long-term relationships and broad execution capabilities, enabling
it to deliver inspiring sports event experiences, creating access
to engaging content and building inclusive communities. Wanda
Sports Group offers a comprehensive array of events, marketing and
media services through its three primary segments: Spectator
Sports, Digital, Production, Sports Solutions (DPSS) and Mass
Participation. Wanda Sport Group’s full-service platform creates
value for its partners and clients as well as other stakeholders in
the sports ecosystem, from rights owners, to brands and
advertisers, and to fans and athletes.
Headquartered in China, Wanda Sports Group has
more than 48 offices in 16 countries with over 1,000 employees
around the world. For more information, please visit
http://investor.wsg.cn/investor-relations.
Safe Harbor Statement
This announcement contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “will,” “estimate,” “project,” “predict,”
“believe,” “expect,” “anticipate,” “intend,” “potential,” “plan,”
“goal” and similar statements. The Company may also make written or
oral forward-looking statements in its periodic reports to
the SEC, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Such
statements involve certain risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
in the forward-looking statements and, consequently, could be
affected by the uncertain and unprecedented impact of COVID-19 on
the Company’s business and operations and the related impact on its
liquidity needs. These forward-looking statements include, but are
not limited to, statements about: the Offer and the Subsequent
Offering Period, the impact of the spread of COVID-19 and related
mitigation efforts on the Company’s business, operations and
operating results; the Company’s goals and strategies, including
following the completion of the sale of the IRONMAN Group; the
expected growth in the Company’s industry; the Company’s
expectations regarding its ability to attract rights-in partners
and monetize their rights through rights-out arrangements; changes
in consumer behavior and consumer and corporate spending, including
as a result of the COVID-19 crisis; the Company’s ability to reach
acceptable levels of engagement with its athletes following the
COVID-19 crisis; the Company’s future business development, results
of operations and financial condition; competition in the Company’s
industry; general economic and business conditions, including as a
result of the COVID-19 crisis; the outcome of discussions with
rights owners and lenders to mitigate the impact of the effects of
COVID-19 on the group; and assumptions underlying or related to any
of the foregoing as well as risks, uncertainties, and other factors
described in “Risk Factors” and elsewhere in the Company’s annual
report on Form 20-F for the year ended December 31, 2019, which is
available on the SEC’s website at www.sec.gov. Additional
information will be made available in future filings that the
Company makes from time to time with the SEC.
In addition, any forward-looking statements
contained in this press release are based on assumptions that the
Company’s believes to be reasonable as of this date. The Company
undertakes no obligation to update any forward-looking statements
to reflect events or circumstances after the date of this press
release or to reflect new information or the occurrence of
unanticipated events, except as required by law.
For investor and media inquiries, please
contact:
Wanda Sports GroupEdith KwanTel: +86 (10) 8558
7456E-mail: ir@wsg.cn
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