Amended Tender Offer Statement by Third Party (sc To-t/a)
April 09 2021 - 8:25AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 4)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Wanda Sports Group Company Limited
(Name of Subject Company (Issuer))
Wanda Sports & Media (Hong Kong)
Holding Co. Limited
an indirect, wholly-owned subsidiary of
Wanda Culture Holding Co. Ltd.
(Names of Filing Persons (offerors))
Class A Ordinary Shares, no par value*
(Title of Class of Securities)
93368R 101**
(CUSIP Number of Class of Securities)
Wanda Sports & Media (Hong Kong) Holding
Co. Limited
Wanda Culture Holding Co. Ltd.
Room 1903, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay, Hong Kong
+86-10-8558-7385
(Name, address, and telephone numbers of
person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Mark
S. Bergman, Esq.
Xiaoyu Greg Liu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center
5 Dongsanhuan Zhonglu
Chaoyang District, Beijing, 100020
People’s Republic of China
Tel: +86-10-5828-6300 Fax: +86-10-6530-9070/9080
CALCULATION OF FILING FEE
Transaction Valuation***
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Amount of Filing Fee****
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$105,800,577.8
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$11,542.84
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*
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Not for trading, but only in
connection with the prior listing of the American depositary shares (“ADSs”) on The Nasdaq Stock Market LLC (Nasdaq
Global Select Market). Every two ADSs represent three Class A ordinary shares (the “Class A Ordinary
Shares”).
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**
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This CUSIP number applies to the ADSs.
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***
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Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The filing fee is calculated based on the aggregate cash payment for the proposed per-share cash payment of $1.70 for 62,235,634 outstanding Class A Ordinary Shares (directly or in the form of ADSs) subject to the transaction (the “Transaction Valuation”).
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****
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2021, was calculated by multiplying the Transaction Valuation by 0.0001091.
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☒
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$11,542.84
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Filing Party:
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Wanda Sports & Media (Hong Kong) Holding Co. Limited, Wanda Culture Holding Co. Ltd.
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Form or Registration No.:
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Schedule TO-T (File No. 005-91359)
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Date Filed:
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December 23, 2020
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to Rule 14d-1.
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☐
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issuer tender offer subject to Rule 13e-4.
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☒
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going-private transaction subject to Rule 13e-3.
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☐
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results
of the tender offer: ☒
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This Amendment No. 4 (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO, initially filed with the SEC on December 23, 2020 (together with any
amendments thereto filed with the SEC, this “Schedule TO”) filed by Wanda Culture Holding Co. Ltd., a limited liability
company incorporated under the laws of Hong Kong (“Parent”), and Wanda
Sports & Media (Hong Kong) Holding Co. Limited, a limited liability company incorporated under the laws of Hong
Kong and wholly-owned subsidiary of Parent (“Purchaser”).
This Schedule TO relates to the offer
by Purchaser and Parent to purchase all the issued and outstanding class A ordinary shares of Wanda
Sports Group Company Limited, a company incorporated in Hong Kong (the “Company”), no par value (the
“Class A Ordinary Shares”), including all Class A Ordinary Shares represented by American depositary shares (the
“ADSs,” with every two ADSs representing three Class A Ordinary Shares), at a purchase price of $1.70 in cash per
Class A Ordinary Share or $2.55 per ADS, without interest (the “Offer Price”), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 23, 2020 (together with any amendments or supplements thereto, the
“Offer to Purchase”), and the related Letters of Transmittal (which, as amended or supplemented from time to
time, together constitute the “Offer”). The information set forth in the Offer to Purchase, including all
schedules thereto, and the related Letters of Transmittal are hereby expressly incorporated by reference in response to all items of
this Schedule TO.
This Amendment is being filed
on behalf of Parent and Purchaser. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings
ascribed to them in the Offer to Purchase. Except as otherwise set forth in this Amendment, the information set forth in the Schedule
TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should
be read together with the Schedule TO.
The items of the Schedule TO set
forth below are hereby amended and supplemented as follows:
Items 1 through 9 and Item 11.
The Offer to Purchase and each
of the Items 1 through 9 and Item 11 of the Schedule TO, to the extent Items 1 through 9 and Item 11 incorporate by reference the information
contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph thereto:
“Following the expiration
of the subsequent offering period on February 26, 2021, the Purchaser and the Depositary entered on March 31, 2021 into a share sale
and purchase agreement for the acquisition by the Purchaser of 903,690 Class A Ordinary Shares held by the Depositary at a purchase price
of $1.70 in cash per Class A Ordinary Share. The sale and purchase, which has been completed on April 9, 2021, constitutes a Depositary
Sale and has reduced the number of holders of Class A Ordinary Shares to below 300.
As a result of the Depositary
Sale and consummation of the Offer, the Company expects to file a Form 15 with the SEC to undertake the SEC Deregistration, meaning that
Company will terminate the registration of the Class A Ordinary Shares under Section 12(g)(4) of the Exchange Act, suspend its reporting
obligations under Section 15(d) of the Exchange Act and cease to make filings with the SEC and comply with the SEC’s other rules
relating to public companies.”
SIGNATURES
After due inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated April 9, 2021
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Wanda CULTURE HOLDING Co. Ltd.
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By:
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/s/ Zeng Maojun
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Name: Zeng Maojun
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Title: Director
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Wanda Sports & Media (Hong Kong) Holding Co. Limited
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By:
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/s/ Zhang Lin
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Name: Zhang Lin
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Title: Director
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[Signature
Page – SCH TO-T/A]
EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(i)*
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Amendment
No.1 to the Offer to Purchase, dated January 11, 2021 (incorporated by reference to Exhibit (a)(1)(i) to the Amendment No. 1 to Schedule
TO filed by Parent and Purchaser on January 11, 2021).
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(a)(1)(ii)*
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Form
of Share Letter of Transmittal.
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(a)(1)(iii)*
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Form
of ADS Letter of Transmittal.
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(a)(1)(iv)*
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Form
of Notice of Guaranteed Delivery.
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(a)(1)(v)*
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Form
of Letter to Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries.
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(a)(1)(vi)*
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Form
of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries.
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(a)(1)(vii)*
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Form
of Withdrawal Letter.
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(a)(5)(i)*
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Press
Release issued by the Purchaser, dated September 30, 2020 (incorporated by reference to Exhibit (a)(5)(i) to the Schedule TO-C filed
by Purchaser on September 30, 2020).
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(a)(5)(ii)*
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Email
to the Company’s personnel, dated September 30, 2020 (incorporated by reference to Exhibit 99.2 to the Schedule 14D-9C filed
by the Company on September 30, 2020).
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(a)(5)(iii)*
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Press
Release issued by Wanda Sports & Media (Hong Kong) Holding Co. Limited on February 1, 2021.
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(a)(5)(iv)*
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Press Release issued by Wanda
Sports & Media (Hong Kong) Holding Co. Limited on March 1, 2021.
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(a)(6)*
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Form
of reminder letter to be sent by Information Agent, on or around the date hereof, to holders of ADSs.
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(a)(7)*
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Form
of second reminder letter to be sent by Information Agent, on or around the date hereof, to holders of ADSs.
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(b)
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Not applicable.
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(d)*
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Standstill
Agreement dated December 22, 2020, between Purchaser and certain holders of American Depositary Shares.
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(g)
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Not applicable.
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(h)
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Not applicable.
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___________________________
* Previously filed.
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