NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Herzogenaurach – 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 Managers.
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 AG.
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 € 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This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and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.