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14:31 | 13.10.2008
DJ HUGIN NEWS/TaylorMade-adidas Golf Company to acquire Ashworth, Inc.
DJ HUGIN NEWS/TaylorMade-adidas Golf Company to acquire Ashworth, Inc.
Herzogenaurach / Carlsbad, California - The adidas Group and
Ashworth, Inc. (NASDAQ: ASHW) announced today that the
TaylorMade-adidas Golf business segment has entered into a definitive
agreement to acquire all of the outstanding shares of Ashworth, Inc.
for $1.90 per share in cash. The transaction value is $72.8 million
(EUR54.1 million), which includes the assumption of $46.3 million
(EUR34.4 million) of Ashworth debt based on Ashworth, Inc.'s 10-Q for
the period ended July 31, 2008.[1] The transaction will be effected
through a tender offer to be launched shortly by a subsidiary of
Taylor Made Golf Company, Inc. ("TaylorMade-adidas Golf") for all
outstanding Ashworth shares. The tender offer will be subject to,
among other things, the condition that at least a majority of the
outstanding Ashworth shares are tendered.
Through the acquisition of Ashworth, TaylorMade-adidas Golf becomes
the leading and most balanced golf apparel company with a complete
apparel offering for golfers globally. The transaction enables
TaylorMade-adidas Golf to widen its product range, to further
strengthen its distribution platform and to extend its marketing
presence.
"Ashworth is a well-established, authentic golf apparel brand with a
strong heritage and represents an excellent addition to TaylorMade
and adidas Golf," said adidas AG Chairman and CEO Herbert Hainer.
"This acquisition underscores our commitment to continued growth in
the golf category."
"We are excited to bring Ashworth alongside our industry-leading
TaylorMade and adidas Golf brands. TaylorMade-adidas Golf's mission
is to be the best performance golf company in the world and adding
Ashworth is another important step in achieving that goal," commented
Mark King, President and CEO of TaylorMade-adidas Golf.
"This deal provides exciting prospects for our colleagues, partners
and customers around the world. The Ashworth® brand fits perfectly
into TaylorMade-adidas Golf's line-up of brands and together we will
be able to increase efficiency and drive the golf apparel business
going forward, leveraging a broad set of resources," said Allan
Fletcher, CEO of Ashworth, Inc.
The Board of Directors of Ashworth has approved the transaction. In
addition, members of the Knightspoint Partners group who collectively
own over 16% of Ashworth's outstanding shares have entered into an
agreement whereby they have agreed to tender their shares. The
Knightspoint Partners group represents the largest reporting
shareholder group of Ashworth.
The adidas Group plans to finance the acquisition with cash on hand
or through existing credit lines. The transaction is subject to
customary closing conditions and is expected to close in the fourth
quarter 2008.
In connection with the transaction, Barclays Capital is acting as
financial advisor to the adidas Group, and Sheppard Mullin Richter &
Hampton LLP is serving as legal counsel. Kurt Salmon Associates
Capital Advisors, Inc. is acting as financial advisor to Ashworth.
About the adidas Group
The adidas Group is one of the global leaders within the sporting
goods industry, offering a broad range of products around three core
segments adidas, Reebok and TaylorMade-adidas Golf. Headquartered in
Herzogenaurach, Germany, the Group has more than 34,000 employees and
generated sales of EUR10.3 billion in 2007.
About TaylorMade-adidas Golf
Headquartered in Carlsbad, California, TaylorMade-adidas Golf sells
golf clubs and balls under the TaylorMade brand and adidas Golf
footwear and apparel. TaylorMade-adidas Golf posted 2007 sales of
EUR804 million.
About Ashworth, Inc.
Ashworth, Inc. is a leading designer of men's and women's
golf-inspired lifestyle sportswear distributed domestically and
internationally in golf pro shops, resorts, upscale department and
specialty stores and to corporate customers under the Ashworth®
brand. Ashworth is also an Official Apparel Licensee of Callaway Golf
Company. Ashworth is also a leading designer, producer and
distributor of headwear and apparel under The Game® and Kudzu®
brands. The Game is a leading headwear brand in collegiate bookstores
and Kudzu products are sold into the NASCAR/racing markets and
through outdoors sports distribution channels, including fishing and
hunting. Ashworth is also the exclusive on-site event merchandiser
for the Kentucky Derby.
***
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The tender offer
for the outstanding shares of common stock of Ashworth described in
this announcement has not commenced. Any offers to purchase or
solicitation of offers to sell will be made only pursuant to a tender
offer statement on Schedule TO filed by a subsidiary of Taylor Made
Golf Company, Inc. with the U.S. Securities and Exchange Commission
(SEC) and a solicitation/recommendation statement on Schedule 14D-9
filed by Ashworth with the SEC. The tender offer statement
(including an offer to purchase, a letter of transmittal and other
offer documents) and the solicitation/recommendation statement will
contain important information and should be read carefully before any
decision is made with respect to the tender offer. Those materials
will be made available to stockholders of Ashworth at no expense to
them. In addition, all of those materials (and all other offer
documents filed with the SEC) will be available at no charge on the
SEC's website (http://www.sec.gov/).
Forward-Looking Statements
This press release contains forward-looking statements related to
Ashworth, Inc.'s (the "Company's") market position, finances,
operating results, marketing and business plans and strategies within
the meaning of Section 27A of the Securities Act, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements may contain the words "believes,"
"anticipates," "expects," "predicts," "estimates," "projects," "will
be," "will continue," "will likely result," or other similar words
and phrases. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
changed circumstances or unanticipated events unless required by
law. These statements involve risks and uncertainties that could
cause actual results to differ materially from those projected.
These risks include the consummation of the recently announced
proposed acquisition of the Company by TaylorMade-adidas Golf, the
uncertainties associated with a potential liquidity shortfall in the
first half of fiscal 2009, implementing a successful transition in
executive leadership, successful resolution of the current dispute
with Callaway Golf, the evaluation of strategic alternatives that may
be presented, timely development and acceptance of new products, as
well as strategic alliances, the impact of competitive products and
pricing, the success of the Sun Ice® and Callaway Golf apparel
product lines, the preliminary nature of bookings information, the
ongoing risk of excess or obsolete inventory, the potential
inadequacy of booked reserves, the successful operation of the
distribution facility in Oceanside, CA, the successful implementation
of the Company's ERP system, and other risks described in Ashworth,
Inc.'s SEC reports, including the Annual Report on Form 10-K for the
year ended October 31, 2007, quarterly reports on Form 10-Q filed
thereafter and amendments to any of the foregoing reports, including
the Form 10-K/A for the year ended October 31, 2007.
[1] Figures based on EUR/$ exchange rate of 1.3461.
***
Contacts:
Media Relations Investor
Relations
Jan Runau Natalie M. Knight
Chief Corporate Vice President
Communications Officer Investor
Relations
Tel.: +49 (0) 9132 84-3830 Tel.: +49 (0)
9132 84-2187
Anne Putz John-Paul O'Meara
Head of Corporate PR Senior Investor
Relations Manager
Tel.: +49 (0) 9132 84-2964 Tel.: +49 (0)
9132 84-2751
Kirsten Keck Dennis Weber
Corporate PR Manager Investor
Relations Manager
Tel.: +49 (0) 9132 84-6207 Tel.: +49 (0)
9132 84-4989
Please visit our corporate website: www.adidas-Group.com
This announcement is originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
http://hugin.info/139192/R/1259273/275312.pdf
www.adidas-group.com
Copyright © Hugin AS 2008. All rights reserved.
(END) Dow Jones Newswires October 13, 2008 08:31 ET (12:31 GMT) |
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