Wanda Sports Group Company Limited Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company
The Proposing Buyer beneficially owns all Class B ordinary shares of the Company, representing approximately 71.68% of all the issued and outstanding shares of the Company and approximately 91.01% of the aggregate voting power of the Company. According to the Proposal Letter, the Proposing Buyer intends to fund the consideration payable in the Proposed Transaction with equity investments or loans provided by the Proposing Buyer's affiliates or other parties. The Proposing Buyer also indicated that it is open to considering alternative structures, including an acquisition by the Company of Class A Ordinary Shares and ADSs, at the same price.
The Board plans to evaluate the Proposed Transaction. The Board cautions the holders of Class A Ordinary Shares and the holders of ADSs and others considering trading ADSs that the Board has just received the Proposal Letter and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made or that this or any other transaction involving the Company will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
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.
Safe Harbor Statement
This press release 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 include but are not limited to, management quotes and the Company's financial outlook. 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 U.S. Securities and Exchange Commission ("
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.
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Preliminary Non-Binding Proposal
The Board of Directors
9/F, Tower B,
Dear Board Members,
The proposed purchase price for the Transaction is
We believe that our Proposal provides a very attractive opportunity for the holders (directly or via ADSs) of the Class A Ordinary Shares, especially during a time of ongoing COVID-19 uncertainty. The Proposal represents a premium of 38.9% to the closing price of the Company's ADS on
The preliminary terms and conditions upon which we are prepared to pursue the Transaction are set forth below. We are confident in our ability to consummate the Transaction outlined in this letter.
- Purchase Price. We propose to acquire all of the outstanding Class A Ordinary Shares, including ADSs. The consideration payable for each ADS to be acquired will be
US$2.50in cash, or US$1.67per Class A Ordinary Share. We would also be open to considering alternative structures for the Transaction, including through an acquisition by the Company of Class A ordinary shares and ADSs, at the same purchase price.
- Funding. We intend to finance the Transaction with equity investments or loans provided by our affiliates or other parties. We are confident that we can timely secure adequate financing to consummate the Transaction.
- Due Diligence. We and the other parties providing financing, as the case may be, will require a timely opportunity to conduct customary due diligence on the Company and its subsidiaries. We have engaged Deutsche Bank AG,
Hong KongBranch as our financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLPas our legal counsel. Given our existing ownership interest, we believe that we will be in a position to complete customary due diligence for the Transaction in a timely manner and are ready to commence immediately.
- Confidentiality. We are sure you will agree with us that it is in all of our interests to ensure that our discussions relating to the Transaction proceed in a strictly confidential manner, unless otherwise required by law, until we have terminated our discussions in writing.
- No Binding Commitment. This letter constitutes only a preliminary indication of our interest with respect to the Transaction, and is not a binding offer, or an undertaking to make a binding offer in the future.
We would like to express our commitment to working collaboratively with the Company to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.
/s/ Zhang Lin