Wanda Sports Group Company Limited (the “
Company”
or “
Wanda Sports Group”) today announced the
completion of the subsequent offering period (the
“
Subsequent Offering Period”) of the tender offer
(the “
Offer”), launched by Wanda Sports &
Media (Hong Kong) Holding Co.
Limited (“
Purchaser”) 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”).
The Subsequent Offering Period, which commenced
on February 1, 2021, expired as scheduled at 5:00 p.m., New York
City Time, on February 26, 2021. According to the tender agent for
the Offer, at the end of the Subsequent Offering Period, a total
of 38,358,038 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not properly withdrawn) pursuant to the Offer, representing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 77% 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 Purchaser that are
subject to a Standstill Agreement. The foregoing include a total
of 18,678,348 ADSs tendered, representing approximately 94% of
the outstanding ADSs, excluding the ADSs held by the associates of
Purchaser. All tendered Class A Ordinary Shares and ADSs have been
accepted in accordance with the Offer.
The Company notes that Purchaser has indicated
that it is considering options to reduce the number of holders of
Class A Ordinary Shares (including Class A Ordinary Shares
represented by ADSs) to below 300 such that the Company can
deregister the Class A Ordinary Shares under the Securities
Exchange Act of 1934. Until such time, the Company will continue to
be subject to reporting obligations under that Act.
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 Transaction Statement on Schedule 13E-3 with
respect to the Offer on December 23, 2020, as amended. 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.
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
Wanda Sports (NASDAQ:WSG)
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