adidas AG: successful placement and pricing of the € 500 million Convertible Bond Offering
adidas AG announces the successful issuance of
a convertible bond, due June 14, 2019, for an aggregate nominal amount of € 500
million after full exercise of the € 100 million increase option. The bonds are
convertible into 5.99 million new or existing adidas AG shares.
Proceeds from the offering will allow the Group to further optimise its
debt structure, pre-finance maturing debt as well as finance ongoing business
growth and working capital needs.
The bonds were priced with a 0.25% annual coupon and a conversion premium
of 40% above the reference price of € 59.61, resulting in a conversion price of
€ 83.46. The bonds were offered
solely to institutional investors outside the US and
several times oversubscribed. The bonds will be issued by adidas AG on March 21,
2012 and are intended to be listed on the Open Market segment of the Frankfurt
Stock Exchange ("Freiverkehr") by the end of April 2012. The bonds are not
callable by the issuer or putable by the bondholders until June 2017.
UniCredit Bank AG is acting as Sole Global Coordinator, and, together with
Citigroup Global Markets Limited, London, and Deutsche Bank AG, as Joint
Bookrunners. BofAMerrill Lynch is acting as Co-Bookrunner and JP Morgan
Securities Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. are acting as Co-Lead
This notice is not an offer for sale or a solicitation of an offer to
purchase the above-mentioned convertible bond or any other security of adidas
About the adidas
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 € 13.3 billion in 2011.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia).
This announcement is not an offer of securities for sale in the United States.
The securities referred to herein have not been and will not be registered under
the U.S, Securities Act of 1933, as amended, and may not be offered or sold in
the United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
This announcement is only distributed to and aimed at (i) persons outside
the United Kingdom or (ii) professional investors as per Article 19(5) of the
Financial Services and Markets Act 2000 and the Financial Promotion Order 2005
(the "Order"), or (iii) high net wealth companies and other high net wealth
persons as per Article 49(2) of the Order (these persons jointly being termed
"qualified persons"). All of the securities named herein are available only to
qualified persons and any invitation, offer or agreement to subscribe to, buy or
otherwise acquire them is made only to qualified persons. Persons who are not
qualified persons should on no account act with regard to or in confidence in
this information or its contents.
This announcement is for information purposes only and does not
constitute an offer to sell, or a solicitation or an offer to buy any
securities. In connection with this transaction there has not been, nor will
there be, any public offering of the Bonds. No prospectus will be prepared in
connection with the offering of the Bonds. The Bonds may not be offered to the
public in any jurisdiction in circumstances which would require the Issuer of
the Bonds to prepare or register any prospectus or offering document relating to
the Bonds in such jurisdiction. The distribution of announcement and the offer
and sale of the Bonds in certain jurisdictions may be restricted by law.