- Acquisition of 25% of the Class B shares held by the Glazer
family
- Offer to acquire up to 25% of all Class A shares
- The Glazer family and Class A shareholders will receive the
same price of $33.00 per share
- Further investment of $300 million in the Club
- INEOS delegated responsibility for management of football
operations
- Completion of this deal is subject to receiving all
necessary regulatory approvals including from the Premier
League
Manchester United plc (NYSE: MANU), announces today that it has
entered into an agreement under which Chairman of INEOS, Sir Jim
Ratcliffe, will acquire 25 per cent of Manchester United’s Class B
shares and up to 25 per cent of Manchester United’s Class A shares
and provide an additional $300 million intended to enable future
investment into Old Trafford.
As part of the transaction, INEOS has accepted a request by the
Board to be delegated responsibility for the management of the
Club’s football operations. This will include all aspects of the
men's and women's football operations and Academies, alongside two
seats on the Manchester United PLC board and the Manchester United
Football Club boards.
The joint ambition is to create a world-class football operation
building on the Club’s many existing strengths, including the
successful off-pitch performance that it continues to enjoy.
Executive Co-Chairmen and Directors, Avram Glazer and Joel
Glazer said: “We are delighted to have agreed this deal with Sir
Jim Ratcliffe and INEOS. As part of the strategic review we
announced in November 2022, we committed to look at a variety of
alternatives to help enhance Manchester United, with a focus on
delivering success for our men’s, women’s and Academy teams.
“Sir Jim and INEOS bring a wealth of commercial experience as
well as significant financial commitment into the Club. And,
through INEOS Sport, Manchester United will have access to seasoned
high-performance professionals, experienced in creating and leading
elite teams from both inside and outside the game. Manchester
United has talented people right across the Club and our desire is
to always improve at every level to help bring our great fans more
success in the future.”
INEOS Chairman, Sir Jim Ratcliffe, said: "As a local boy and a
lifelong supporter of the Club, I am very pleased that we have been
able to agree a deal with the Manchester United Board that
delegates us management responsibility of the football operations
of the Club. Whilst the commercial success of the Club has ensured
there have always been available funds to win trophies at the
highest level, this potential has not been fully unlocked in recent
times. We will bring the global knowledge, expertise and talent
from the wider INEOS Sport group to help drive further improvement
at the Club, while also providing funds intended to enable future
investment into Old Trafford.
“We are here for the long term and recognise that a lot of
challenges and hard work lie ahead, which we will approach with
rigour, professionalism and passion. We are committed to working
with everyone at the Club – the Board, staff, players and fans – to
help drive the Club forward.
“Our shared ambition is clear: we all want to see Manchester
United back where we belong, at the very top of English, European
and world football.”
The transaction is subject to customary regulatory approvals and
all parties are hopeful it will be completed as soon as
possible.
Transaction Details
Under the terms of the transaction agreements, Trawlers Limited
will (i) acquire 25% of the Class B ordinary shares of the Company,
par value $0.0005 per share (“Class B shares”), and (ii) initiate a
tender offer to acquire up to a number of shares that, at launch,
will represent 25% of the Class A ordinary shares of the Company,
par value $0.0005 per share (“Class A shares”), in each case at a
price of $33.00 per share in cash. Subject to a sufficient number
of Class A shares being tendered in the offer, Trawlers Limited
would own 25% of the Club following the closing of the
transaction.
Sir Jim will provide a $300 million fund intended to enable
future investment into the Club’s infrastructure at Old Trafford,
comprising $200 million paid upon the closing of the transaction
and a further $100 million by the end of 2024. Trawlers Limited
will be issued additional Class A and Class B shares at $33.00 in
respect of such investment.
The transaction will be fully funded by Trawlers Limited without
any debt.
The Board of Directors of Manchester United plc has approved the
transaction and recommended that the Manchester United plc
shareholders tender their shares in the tender offer and approve
the change to the Articles of Association of Manchester United plc
to, among other things, permit the transfer of Class B shares.
The closing of the tender offer will be subject to the receipt
of Premier League approval and other necessary regulatory
approvals, shareholder approval of an amendment to the Articles of
Association and other customary conditions.
Trawlers Limited is a company incorporated under the laws of
Isle of Man and is wholly-owned by Sir Jim Ratcliffe.
Trawlers Limited was advised by Slaughter and May, Paul, Weiss,
Rifkind, Wharton & Garrison LLP, Goldman Sachs International
and J.P. Morgan Cazenove. Manchester United was advised by The
Raine Group and Latham & Watkins LLP. The Glazer family
shareholders were advised by Rothschild and Co.
Cautionary Notice Regarding Forward-Looking
Statements
This press release contains “forward-looking statements”
relating to the proposed acquisition of Class A shares and Class B
shares of the Company by Trawlers Limited, a company incorporated
under the laws of the Isle of Man and wholly owned by James A.
Ratcliffe, a natural person (together with Trawlers Limited, the
“Offerors”). Such forward-looking statements include, but are not
limited to, statements about the parties’ ability to satisfy the
conditions to the consummation of the Offer (as defined below), the
expected timetable for completing the Offer and the other
transactions contemplated by the Transaction Agreement (as defined
below) and the ancillary agreements thereto (collectively, the
“Transactions”), the Company’s and Offerors’ beliefs and
expectations, the benefits sought to be achieved by the
Transactions, and the potential effects of the completed
Transactions on both the Company and the Offerors. In some cases,
forward-looking statements may be identified by terminology such as
“believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,”
“potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. These words are intended to
identify forward-looking statements. These forward-looking
statements are based on current expectations and projections about
future events, but there can be no guarantee that such expectations
and projections will prove accurate in the future. All statements
other than statements of historical fact are forward-looking
statements. Actual results may differ materially from current
expectations due to a number of factors, including (but not limited
to) risks associated with uncertainties as to the timing of the
Transactions; uncertainties as to how many of the Company’s
shareholders will tender their shares in the Offer; the risk that
competing offers will be made; the possibility that various
conditions to the Transactions may not be satisfied or waived; and
the risk that shareholder litigation in connection with the
Transactions may result in significant costs of defense,
indemnification and liability. Undue reliance should not be placed
on these forward-looking statements, which speak only as of the
date they are made. Except as required by law, the Company and the
Offerors undertake no obligation to publicly release any revisions
to the forward-looking statements after the date hereof to conform
these statements to actual results or revised expectations.
About the Offer and Additional Information
The Offerors expect to commence a tender offer (such tender
offer, the “Offer”) for up to 13,237,834 Class A shares of the
Company representing 25.0% of the issued and outstanding Class A
Shares as of the commencement of the Offer, rounded up to the
nearest whole Class A share, at a price of $33.00 per Class A
share, in cash (subject to certain adjustments), without interest
thereon, less any required tax withholding. The Offer is being made
pursuant to the transaction agreement, dated as of 24th December
2023, by and among Trawlers Limited, the sellers party thereto, who
are Glazer family members and affiliates, and the Company (the
“Transaction Agreement”). The Offer has not yet commenced. This
press release is for informational purposes only, is not a
recommendation and is neither an offer to purchase nor a
solicitation of an offer to sell Class A shares of the Company or
any other securities. This press release is also not a substitute
for the tender offer materials that the Offerors will file with the
United States Securities and Exchange Commission (the “SEC”) upon
commencement of the Offer. At the time the Offer is commenced, the
Offerors will file with the SEC a Tender Offer Statement on
Schedule TO (the “Tender Offer Statement”) and the Company will
file with the SEC a solicitation/recommendation statement on
Schedule 14D-9 (the “Solicitation/Recommendation Statement”). THE
COMPANY’S SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION /
RECOMMENDATION STATEMENT WHEN SUCH DOCUMENTS BECOME AVAILABLE (AS
EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ AND
CONSIDERED CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE OFFER. When filed, the Company’s shareholders and other
investors can obtain the Tender Offer Statement, the
Solicitation/Recommendation Statement and other filed documents for
free at the SEC’s website at www.sec.gov. Copies of the documents
filed with the SEC by the Company will be available free of charge
on the Investors page of the Company’s website,
https://ir.manutd.com/. In addition, the Company’s shareholders may
obtain free copies of the tender offer materials by contacting the
information agent for the Offer that will be named in the Tender
Offer Statement.
About Manchester United
Manchester United is one of the most popular and successful
sports teams in the world, playing one of the most popular
spectator sports on Earth. Through our 145-year football heritage
we have won 67 trophies, enabling us to develop what we believe is
one of the world’s leading sports and entertainment brands with a
global community of 1.1 billion fans and followers. Our large,
passionate and highly engaged fan base provides Manchester United
with a worldwide platform to generate significant revenue from
multiple sources, including sponsorship, merchandising, product
licensing, broadcasting and matchday initiatives which in turn,
directly fund our ability to continuously reinvest in the club.
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version on businesswire.com: https://www.businesswire.com/news/home/20231224777531/en/
Investor Relations: Corinna Freedman Head of Investor
Relations +44 738 491 0828 Corinna.Freedman@manutd.co.uk
Media Relations: Andrew Ward Director of Media Relations
& Public Affairs +44 161 676 7770 andrew.ward@manutd.co.uk
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