Nike (ticker: NKE, exchange: New York Stock Exchange (.N))
News Release -
NIKE Acquires 19.9 Percent of Umbro Shares From Sports Direct International
BEAVERTON, Ore.--(BUSINESS WIRE)--Dec. 21, 2007--NIKE, Inc.
(NYSE:NKE) announced today that the company's wholly owned subsidiary
NIKE Vapor Ltd. has acquired 19.9 percent of Sports Direct
International's holdings in Umbro plc. The shares were purchased at
193.06 pence per share (approximately $3.83 per share), which is the
all-cash offer price Nike announced on October 23 to acquire Umbro.
Sports Direct International has also given an irrevocable undertaking
to vote its remaining 10 percent stake in Umbro in favor of the
Transaction at the Court Meeting and General Meeting to be held on
January 31, 2008. This irrevocable undertaking will remain binding in
the event that a competing offer for Umbro is announced.
Mark Parker, President and CEO of Nike, said: "We are pleased to
have acquired this strategic stake in Umbro, which gives us a strong
platform from which to proceed with our acquisition of this iconic
football brand. We remain fully committed to our compelling offer for
Umbro, which continues to have the support of both Umbro's Board of
Directors and the Football Association."
On October 23, Nike announced that it has reached agreement for an
all-cash offer of GBP 285 million (approximately $565 million) to
acquire Umbro. The Board of Directors of Umbro plc has unanimously
recommended that shareholders accept the offer.
Umbro is a leading United Kingdom-based global football (soccer)
brand with more than 70 years of experience in the world's No. 1 sport
and the world's biggest football market. The acquisition will
significantly expand Nike's global leadership in football, a key
growth category for the company. Nike intends to operate Umbro as a
stand-alone brand, with a focus on accelerating Umbro's existing
Umbro's shareholders are scheduled to vote on the Transaction at
the Court Meeting and General Meeting to be held on January 31, 2008.
Capitalized terms used, but not defined, in this announcement
shall have the same meaning as set out in the Umbro Scheme Document
dated November 23, 2007.
Note: Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction
This announcement is not intended to and does not constitute or
form any part of an offer or invitation to sell or subscribe for or
purchase any securities or solicitation any vote or approval in any
jurisdiction pursuant to the Transaction or otherwise. The Transaction
is made solely through the Scheme Document, which contains the full
terms and conditions of the Transaction (including details of how to
vote in respect of the Transaction). Any response to the Transaction
should be made only on the basis of the information in the Scheme
Document. Umbro Shareholders are advised to read the formal
documentation in relation to the Transaction carefully.
Merrill Lynch is acting exclusively for Nike and Nike Vapor and
no-one else in connection with the Transaction and will not be
responsible to anyone other than Nike and Nike Vapor for providing the
protections afforded to clients of Merrill Lynch or for providing
advice in relation to the Transaction or any other matters referred to
in this announcement.
The distribution of this announcement in jurisdictions other than
the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should
inform themselves about, and observe, any applicable requirements.
This announcement has been prepared for the purpose of complying with
English law and the Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the
If the Transaction is carried out by way of offer, the Offer will
not be made, directly or indirectly, in, into or from any jurisdiction
where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and formal documentation
relating to the Offer will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction where
to do so would violate the laws in that jurisdiction.
Notice to US investors in Umbro
The Transaction relates to the shares of a UK company, is subject
to UK disclosure requirements (which are different from those of the
US) and is proposed to be made by means of a scheme of arrangement
provided for under English company law. A transaction effected by
means of a scheme of arrangement is not subject to the proxy and
tender offer rules under the US Exchange Act. Accordingly, the Scheme
is subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement which differ from the disclosure
requirements of the US proxy and tender offer rules. Financial
information included in this announcement has been prepared, unless
specifically stated otherwise, in accordance with accounting standards
applicable in the UK and thus may not be comparable to the financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US. If Nike Vapor exercises its right to implement
the Transaction by way of a takeover offer, the Offer will be made in
compliance with applicable US laws and regulations.
CONTACT: for NIKE, Inc.
Alan Marks, +1 503-671-2673
Global Director of Media Relations
Pamela Catlett, +1 503-671-4589
Vice President, Investor Relations
SOURCE: NIKE, Inc.