21st Dec 2007 14:00
Nike21 December 2007 Not for release, publication or distribution, in whole or in part, in, into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction 21 December 2007 NIKE, Inc. ("Nike") Recommended cash acquisition of Umbro plc ("Umbro") Acquisition of 19.9% shareholding in Umbro and 10% irrevocable undertaking from Sports Direct International plc ("Sports Direct") NIKE, Inc. is pleased to announce that its wholly owned subsidiary NIKE VaporLtd. ("Nike Vapor") has acquired a 19.9% shareholding in Umbro from SportsDirect at a price of 193.06p per share. Sports Direct has also given Nike Vapor an irrevocable undertaking to vote itsremaining shareholding of 14,608,029 Umbro Shares, representing 10% of the sharecapital of Umbro, in favour of the Transaction at the Court Meeting and GeneralMeeting to be held on 31 January 2008 (or accept the Offer, if Nike Vapor electsto effect the Transaction by way of a takeover offer). This irrevocableundertaking will remain binding in the event that a competing offer for Umbro isannounced. Mark Parker, President and CEO of Nike, said: "We are pleased to have acquiredthis strategic stake in Umbro, which gives us a strong platform from which toproceed with our acquisition of this iconic football brand. We remain fullycommitted to our compelling offer for Umbro, which continues to have the supportof both Umbro's Board of Directors and the Football Association." Capitalised terms used, but not defined, in this announcement shall have thesame meaning as set out in the Umbro Scheme Document dated 23 November 2007. Enquiries: NIKE, INC. Nigel Powell, Vice President of Global Telephone: +1 503 671 6758Communications Charlie Brooks, UK Head of Corporate Telephone: +44 20 7432 6390 Communications or +44 77 1472 4995 Massimo Giunco, EMEA Head of Corporate Telephone: +31 35 626 6980Communications or +31 64 6372 512 Alan Marks, Global Director of Media Relations Telephone: +1 503 671 2673 Pamela Catlett, Vice President, Investor Relations Telephone: +1 503 671 4589 MERRILL LYNCH(Financial Adviser and Corporate Broker toNike and Nike Vapor) UK Telephone: +44 20 7628 1000 Kevin J. SmithAndrew Osborne (Corporate Broking) US Telephone: +1 212 449 1000 Lisa ClydeAlan Goodstadt CITIGATE DEWE ROGERSON Telephone: +44 20 7638 9571(PR Adviser to Nike) Simon RigbyKevin Smith This announcement is not intended to and does not constitute or form any part ofan offer or invitation to sell or subscribe for or purchase any securities orsolicitation any vote or approval in any jurisdiction pursuant to theTransaction or otherwise. The Transaction is made solely through the SchemeDocument, which contains the full terms and conditions of the Transaction(including details of how to vote in respect of the Transaction). Any responseto the Transaction should be made only on the basis of the information in theScheme Document. Umbro Shareholders are advised to read the formaldocumentation in relation to the Transaction carefully. Merrill Lynch is acting exclusively for Nike and Nike Vapor and no-one else inconnection with the Transaction and will not be responsible to anyone other thanNike and Nike Vapor for providing the protections afforded to clients of MerrillLynch or for providing advice in relation to the Transaction or any othermatters referred to in this announcement. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the Code and the information disclosed may not bethe same as that which would have been disclosed if this announcement had beenprepared in accordance with the laws of jurisdictions outside the UK. 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 wouldviolate the laws in that jurisdiction. Accordingly, copies of this announcementand formal documentation relating to the Offer will not be and must not be,mailed or otherwise forwarded, distributed or sent in, into or from anyjurisdiction 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 UKdisclosure requirements (which are different from those of the US) and isproposed to be made by means of a scheme of arrangement provided for underEnglish company law. A transaction effected by means of a scheme of arrangementis not subject to the proxy and tender offer rules under the US Exchange Act.Accordingly, the Scheme is subject to the disclosure requirements and practicesapplicable in the UK to schemes of arrangement which differ from the disclosurerequirements of the US proxy and tender offer rules. Financial informationincluded in this announcement has been prepared, unless specifically statedotherwise, in accordance with accounting standards applicable in the UK and thusmay not be comparable to the financial information of US companies or companieswhose financial statements are prepared in accordance with generally acceptedaccounting principles in the US. If Nike Vapor exercises its right to implementthe Transaction by way of a takeover offer, the Offer will be made in compliancewith applicable US laws and regulations. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Frasers Group