BEAVERTON, Ore. (21 December, 2007) — NIKE, Inc. (NYSE:NKE) announced today that the company’s wholly owned subsidiary NIKE Vapor Ltd. has acquired 19.9 percent of Sports Direct International’s holdings in Umbro plc. The shares were purchased at 193.06 pence per share (approximately $3.83 per share), which is the all-cash offer price Nike announced on October 23 to acquire Umbro. Sports Direct International has also given an irrevocable undertaking to vote its remaining 10 percent stake in Umbro in favor of the Transaction at the Court Meeting and General Meeting to be held on January 31, 2008. This irrevocable undertaking will remain binding in the event that a competing offer for Umbro is announced.
Mark Parker, President and CEO of Nike, said: “We are pleased to have acquired this strategic stake in Umbro, which gives us a strong platform from which to proceed with our acquisition of this iconic football brand. We remain fully committed to our compelling offer for Umbro, which continues to have the support of both Umbro’s Board of Directors and the Football Association.”
On October 23, Nike announced that it has reached agreement for an all-cash offer of £285 million (approximately $565 million) to acquire Umbro. The Board of Directors of Umbro plc has unanimously recommended that shareholders accept the offer.
Umbro is a leading United Kingdom-based global football (soccer) brand with more than 70 years of experience in the world’s No. 1 sport and the world’s biggest football market. The acquisition will significantly expand Nike’s global leadership in football, a key growth category for the company. Nike intends to operate Umbro as a stand-alone brand, with a focus on accelerating Umbro’s existing growth strategy.
Umbro’s shareholders are scheduled to vote on the Transaction at the Court Meeting and General Meeting to be held on January 31, 2008.
Capitalized terms used, but not defined, in this announcement shall have the same meaning as set out in the Umbro Scheme Document dated November 23, 2007.
Note: Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is not intended to and does not constitute or form any part of an offer or invitation to sell or subscribe for or purchase any securities or solicitation any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Transaction is made solely through the Scheme Document, which contains the full terms and conditions of the Transaction (including details of how to vote in respect of the Transaction). Any response to the Transaction should be made only on the basis of the information in the Scheme Document. Umbro Shareholders are advised to read the formal documentation in relation to the Transaction carefully.
Merrill Lynch is acting exclusively for Nike and Nike Vapor and no-one else in connection with the Transaction and will not be responsible to anyone other than Nike and Nike Vapor for providing the protections afforded to clients of Merrill Lynch or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared 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 would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction 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 UK disclosure requirements (which are different from those of the US) and is proposed to be made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Nike Vapor exercises its right to implement the Transaction by way of a takeover offer, the Offer will be made in compliance with applicable US laws and regulations.