adidas-Salomon AG Intends to Place approximately 4.5m Shares
Herzogenaurach, November 3, 2005 – Following approval by the Supervisory Board, the Executive Board of adidas-Salomon AG today decided to increase the company’s share capital against contribution in cash, with the exclusion of shareholders’ pre-emptive rights. The company intends to increase its capital by issuing approximately 4.5 million adidas-Salomon AG common shares by way of an accelerated bookbuild offering to German and international institutional investors (including a placement to qualified institutional buyers in the U.S. in reliance on Rule 144A under the U.S. Securities Act of 1933).
The proceeds of the offering, which amount to approximately € 640 million, will contribute to the financing of the acquisition of Reebok International Ltd, which is planned for completion in the first half of 2006.
The size of the offering equates to approximately 10% of the company’s outstanding share capital. Deutsche Bank AG and Merrill Lynch International have been appointed to act as Joint Global Coordinators and Joint Bookrunners. Pricing and allocation of the new shares is expected to occur on November 4, 2005.
Important Legal Information
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION, INCLUDING GERMANY. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE UNITED STATES SECURITIES OF 1933 OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE SO REGISTERED AND WILL NOT BE OFFERED OR SOLD TO THE PUBLIC IN THE UNITED STATES OR ANY OTHER JURISDICTION.
This communication is for distribution only to and is directed only at persons falling within Article 19 or Article 49 of The Financial Services and Markets Act 2000 (Financial Promotion) Order as persons having professional experience in matters relating to investments or meeting the asset tests set out in Article 49 and to persons to whom it may otherwise lawfully be passed on (all such persons together being referred to as "relevant persons").
This document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Any investment decision to buy securities in the placing must be made solely on the basis of publicly available information, which has not been independently verified by the Company, Merrill Lynch International, Deutsche Bank AG or any of the co-lead managers.
Merrill Lynch International, Deutsche Bank AG and the co-lead managers (together, the "Managers") are acting for adidas-Salomon AG (the "Company") in connection with the placing and no one else and will not be responsible to anyone other than the Company for providing the protections offered to its clients nor for providing advice in relation to the above transaction. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Managers or by any of their respective affiliates or agents as to or in relation to the accuracy or completeness of this release, or any other written or oral information made available to or publicly available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
The distribution of this announcement and the offering or sale of the securities in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Managers or any of their respective affiliates that would permit an offering of the securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Managers to inform themselves about and to observe any such restrictions.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, OR JAPAN.