The adidas Group and Adams Golf, Inc. (Nasdaq:ADGF) today announced
that the TaylorMade-adidas Golf business segment has entered into a
definitive agreement to acquire all of the outstanding shares of
Adams Golf for $10.80 per share in cash. The transaction value is
approximately $70 million (approximately € 53 million), which
represents a premium of approximately 71% to the share price prior
to Adams Golf's announcement that it was examining strategic
alternatives on January 4, 2012.
Through the acquisition of Adams Golf, TaylorMade-adidas Golf
reinforces its position as the world's number one player in golf.
The addition of Adams Golf enables TaylorMade-adidas Golf to
broaden its product range and to extend its presence across a wider
array of golfers.
"This acquisition reflects our commitment to continued growth in
the golf category," said adidas Group CEO Herbert Hainer. "The
proposed combination of Adams Golf and TaylorMade-adidas Golf
brings together two highly complementary sets of brands, combining
Adams' focus on game-improvement as well as senior and women
golfers with TaylorMade-adidas Golf's focus on the younger and the
low-to-mid handicap golfer."
"We are very excited to team up with Adams Golf, whose
management team we have respected for many years," commented Mark
King, President and CEO of TaylorMade-adidas Golf. "Our mission is
to be the best golf company in the world across all geographies,
products and customer demographics, and adding Adams Golf is
another important step in achieving that goal."
"This merger provides strong opportunities for our employees,
suppliers and partners," said Barney Adams, Interim CEO of Adams
Golf. "The Adams Golf brand will fit nicely into TaylorMade-adidas
Golf's stable of brands, and together we will be able to increase
our reach and better serve our customers by leveraging a wider set
of resources. We are also excited that TaylorMade-adidas Golf has
decided to maintain Adams Golf's headquarters in Plano,
Texas."
The Board of Directors of Adams Golf has unanimously approved
the transaction. Certain insiders, who include John M. Gregory,
Joseph R. Gregory, SJ Strategic Investments LLC, B.H. (Barney)
Adams, Russell L. Fleischer, Mark R. Mulvoy and Robert D. Rogers,
collectively own approximately 35% of Adams Golf's outstanding
shares and have agreed to vote their shares in favor of the
transaction. 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 regulatory approvals as
well as approval by Adams Golf shareholders. The transaction is
expected to close mid-2012.
In connection with the transaction, Barclays is acting as
financial advisor to the adidas Group, and Sheppard Mullin Richter
& Hampton LLP is serving as legal counsel. Morgan Stanley is
acting as financial advisor to Adams Golf and Haynes & Boone,
LLP is serving as legal counsel.
About Adams Golf
Adams Golf designs, assembles, markets and distributes premium
quality, technologically innovative golf clubs for all skill
levels. Recently launched products include the Speedline Fast 12
drivers, Fast 12 LS drivers and the Speedline Fast 12 fairway
woods, along with the Idea a12 OS irons and hybrids, Idea a12
hybrids, Idea Pro a12 irons and hybrids, Idea Tech V3 irons and
hybrids, Redline irons, Idea a7 and a7 OS irons and hybrids, and
Speedline 9088 UL drivers. Adams Golf also develops new
products under the Yes! Putters, Women's Golf Unlimited, Lady
Fairway and Square 2 brands. In 2011, net sales were approximately
$97 million (€ 73 million).
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
the core brands: adidas, Reebok, TaylorMade, Rockport and
Reebok-CCM Hockey. Headquartered in Herzogenaurach, Germany, the
Group has more than 46,000 employees and generated sales of over €
13 billion in 2011.
About TaylorMade-adidas Golf
Headquartered in Carlsbad, California, TaylorMade-adidas Golf
Company sells golf clubs, balls clothing and accessories under the
TaylorMade, adidas Golf and Ashworth brands. TaylorMade-adidas Golf
Company posted 2011 sales of over € 1.0 billion.
Additional Information About the
Transaction
In connection with the proposed transaction, Adams Golf will
file a proxy statement and other relevant documents concerning the
proposed transaction with the Securities and Exchange Commission
(SEC). The definitive proxy statement and other materials filed
with the SEC will contain important information regarding the
merger, including, among other things, the recommendation of Adams
Golf's board of directors with respect to the merger. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT AND OTHER MATERIALS THAT ADAMS
GOLF FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED
MATTERS. You will be able to obtain the proxy statement, as well as
other filings containing information about Adams Golf and the
merger, free of charge, at the website maintained by the SEC at
www.sec.gov. Copies of the proxy statement and other filings made
by Adams Golf with the SEC can also be obtained, free of charge, by
directing a request to Adams Golf, Inc., 2801 East Plano Parkway,
Plano, Texas 75074, Attention: Investor Relations.
Participants in the Solicitation
The directors and executive officers of Adams Golf and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Adams Golf's directors and executive officers is
available in its Annual Report on Form 10-K filed with the SEC on
March 6, 2012 (as it may be amended from time to time) and its
Definitive Proxy Statement on Schedule 14A filed with the SEC on
April 8, 2011. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available. Investors should read the proxy
statement carefully when it becomes available before making any
voting or investment decisions.
Cautionary Statement Regarding Forward-looking
Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. One can identify these forward-looking statements by
the use of the words such as "expect," "anticipate," "plan," "may,"
"will," "estimate" or other similar expressions. Because such
statements apply to future events, they are subject to risks and
uncertainties that could cause the actual results to differ
materially. Actual results and trends may differ materially from
what is forecast in forward-looking statements due to a variety of
factors, including, without limitation: the ability to obtain
regulatory approvals of the acquisition on the proposed terms and
schedule; the failure of Adams Golf's stockholders to approve the
acquisition; the risk that the acquisition may not be completed in
the time frame expected by the parties or at all; the parties'
ability to satisfy the closing conditions and consummate the
transactions; and Adams Golf's ability to maintain its existing
relationships with its employees, customers and suppliers.
Additional information regarding factors that may affect future
results are described in Adams Golf's filings with the SEC,
including, without limitation, Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q.
All forward-looking statements speak only as of the date they
were made. Neither Adams Golf, Inc. nor TaylorMade-adidas Golf
undertakes any obligation to update or publicly release any
revisions to any forward-looking statements to reflect events,
circumstances or changes in expectations after the date of the
press release.
CONTACT: Pamela High
Chief Financial Officer
Adams Golf
(972) 673-9000
InvestorInfo@adamsgolf.com
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