BEIJING, Sept. 30, 2020 /PRNewswire/ -- Wanda Sports
Group Company Limited (the "Company," and together with its
consolidated entities, "Wanda Sports Group") (NASDAQ: WSG),
a leading global sports events, media and marketing platform, today
announced that its Board of Directors (the "Board") has
received a preliminary non-binding proposal letter, dated
September 30, 2020 (the "Proposal
Letter"), from Wanda Sports
& Media (Hong Kong) Holding Co. Limited (the "Proposing
Buyer"), a wholly-owned subsidiary of Dalian Wanda Group Co.
Ltd., to acquire all of the outstanding Class A ordinary shares of
the Company (the "Class A Ordinary Shares"), including
American depositary shares representing Class A Ordinary Shares
("ADSs," with every two ADSs representing three Class A
Ordinary Shares), for US$2.50 in cash
per ADS, or US$1.67 per Class A
Ordinary Share (the "Proposed Transaction"). A copy of the
Proposal Letter is attached hereto as Exhibit A.
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.
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 49 offices in 17 countries with over
1,100 employees around the world. For more information,
please visit http://investor.wsg.cn/investor-relations.
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 ("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 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 Wanda Sports 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 other 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 inquiries, please contact:
Wanda Sports
Group
Edith Kwan
Tel: +86 (10) 8558 7456
E-mail: ir@wsg.cn
For media inquiries, please contact:
Christensen
Mainland China
Jin Lu
+86 139 1022 3664
jinlu@christensenir.com
Hong Kong
Rene
Vanguestaine
+852 6686 1376
rvanguestaine@christensenir.com
US
Tip
Fleming
+1 917 412 3333
tfleming@christensenir.com
Exhibit A
Preliminary Non-Binding
Proposal
September 30, 2020
The Board of Directors
Wanda Sports Group Company Limited
9/F, Tower B, Wanda Plaza, 93
Jianguo Road
Chaoyang District, 100022 Beijing
People's Republic of China
Dear Board Members,
Wanda Sports & Media (Hong
Kong) Holding Co. Limited, a wholly-owned subsidiary of Dalian
Wanda Group Co. Ltd., is pleased to submit this preliminary
non-binding proposal (the "Proposal") to acquire all
outstanding Class A ordinary shares (the "Class A Ordinary
Shares"), including American depositary shares representing
Class A ordinary shares ("ADSs," with every two ADSs
representing three Class A ordinary shares) of Wanda Sports Group
Company Limited (the "Company"), in a proposed going-private
transaction (the "Transaction").
The proposed purchase price for the Transaction is US$2.50 per ADS in cash, or US$1.67 per Class A Ordinary Share. We currently
beneficially own 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, based on the information
contained in the Company's annual report on Form 20-F.
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 September 29, 2020, the last trading day prior to
the date hereof and a premium of approximately 33.1% to the
volume-weighted average closing price of the Company's ADSs during
the last 10 trading days, respectively.
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$2.50 in cash, or US$1.67 per 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 Kong Branch as
our financial advisor and Paul, Weiss, Rifkind, Wharton &
Garrison LLP as 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.
Sincerely,
Wanda Sports & Media (Hong
Kong) Holding Co. Limited
/s/ Zhang
Lin
By: Zhang Lin
Title: Director
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SOURCE Wanda Sports Group Company Limited