PARIS, May 14 /PRNewswire/ -- PPR, through its subsidiary SAPARDIS, today officially
published the offer document for the friendly voluntary takeover offer to the
outside shareholders of PUMA AG. As already announced on April, 10, SAPARDIS
is offering EUR 330 in cash for each PUMA share. The offer price values PUMA
at EUR 5.3bn (equity value).
This implies a 24% premium on the undisturbed one-month
weighted average share price as of April 3 (EUR 268.14), which has been the
last day before the first takeover rumors surfaced, and a 17 % premium on the
weighted average domestic stock exchange price of PUMA shares during the last
three months prior to the publication of the decision to launch the offer
(EUR 281.04).
PPR already holds 27.1 % of the registered share capital of
PUMA (4,333,185 shares) and offers to acquire all other PUMA shares in issue
(approximately 72.9 % of all PUMA shares) at a price of EUR 330 per PUMA
share.
The Acceptance Period starts today and ends on June 20, 2007.
PPR anticipates to complete the offer process early July.
Francois-Henri Pinault, Chairman and CEO of PPR, comments:
"Our compelling offer enjoys the full support of the management team and
represents a unique opportunity for all Puma shareholders. On the heels of
our acquisition of a 27.1% controlling stake at a price of EUR 330 per share,
we are offering all other Puma shareholders the same terms."
PPR expects that PUMA will continue to exist as a separate
legal entity within the PPR Group and currently does not intend to enter into
a domination and profit pooling agreement with PUMA. Furthermore, PPR does
not currently intend to pursue a delisting of the PUMA shares.
PUMA will remain headquartered in Germany. There is no current
intention to relocate the seat or the existing main R&D and manufacturing
locations out of Germany. In addition there is no intention to reduce staff
due to this transaction.
The publication of the offer document was approved by the
Federal Financial Supervisory Authority (Bundesanstalt fur
Finanzdienstleistungsaufsicht - BaFin) on May 10, 2007. The offer document
was published on May 14, 2007.
The offer is conditional upon merger control clearance by EU
and US competition authorities. There is no minimum acceptance threshold set
as a condition of the offer.
About PPR
PPR is a global player in Retail and Luxury Goods, with
approximately 78,000 employees in 75 countries. Through its Retail businesses
Redcats Group, Fnac, Conforama and CFAO, and the Luxury brands of Gucci Group
(Gucci, Bottega Veneta, Yves Saint Laurent, YSL Beaute, Balenciaga,
Boucheron, Sergio Rossi, BEDAT & CO, Alexander McQueen and Stella McCartney),
PPR generated sales of EUR 17.9 billion in 2006. PPR shares are listed on
Euronext Paris (# 121485, PRTP.PA, PPFP). For more information: www.ppr.com
About PUMA
PUMA(R) is the global Sportlifestyle company that successfully
fuses influences from sport, lifestyle and fashion. PUMA`s unique industry
perspective delivers the unexpected in Sportlifestyle Footwear, Apparel and
Accessories, through technical innovation and revolutionary design.
Established in Herzogenaurach, Germany in 1948, PUMA distributes products in
over 80 countries. PUMA employs 7,800 employees. Its revenue for the fiscal
year 2006 amounted to EUR 2.4 billion. For further information please visit
www.puma.com
Disclaimer
Not for release, publication or distribution in or into or
from Canada, Australia or Japan. This announcement does not constitute an
offer to sell or the solicitation of an offer to buy any securities; future
offers to sell or exchange securities will only be made in certain
jurisdictions and only following approval by the relevant regulators. Notice
to US investors: the intended takeover offer will be made for the securities
of a German company and is subject to German requirements for the
implementation of such takeover offer, which are different from those of the
United States. PPR and its nominees or brokers (acting as agents) may from
time to time acquire, or make arrangements to acquire, PUMA shares other than
pursuant to the takeover offer in the open market or in privately negotiated
purchases outside the United States during the period in which the takeover
offer remains open for acceptance
Notice to US investors The intended takeover offer will be
made for the securities of a German company and is subject to German
requirements for the implementation of such takeover offer, which are
different from those of the United States. PPR and its nominees or brokers
(acting as agents) may from time to time acquire, or make arrangements to
acquire, PUMA Shares other than pursuant to the takeover offer in the open
market or in privately negotiated purchases outside the United States during
the period in which the takeover offer remains open for acceptance.
Note regarding forward-looking statements
The information in this document may contain "forward-looking
statements." Forward-looking statements may be identified by words such as
"expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates", "will" or words of similar meaning and include, but are not
limited to, statements about the expected future business of PUMA AG and of
PPR SA resulting from the proposed transaction.
These statements are based on the current expectations of
management of PUMA AG and of PPR SA, and are inherently subject to
uncertainties and changes in circumstances. Among the factors that could
cause actual results to differ materially from those described in the
forward-looking statements are factors relating to satisfaction of the
conditions to the proposed transaction, and changes in global, political,
economic, business, competitive, market and regulatory forces. PPR SA and
PUMA AG do not undertake any obligation to update the forward-looking
statements to reflect actual results, or any change in events, conditions,
assumptions or other factors.
Website: www.ppr.com