Callaway Golf and Topgolf International have completed their merger, following approval by shareholders of both companies, to create a combined business that operates in the growing market for entertainment-driven experiences, as well as the golf equipment sector.
Callaway was an early investor in TopGolf, dating back to 2006, and already owned a 14% share of the company before merger talks began. Under the terms of the acquisition agreement, Callaway issued approximately 90 million shares to Topgolf shareholders. Callaway shareholders now own approximately 51.3% of the outstanding shares of the combined company.
At the time of the merger announcement in October last year, Callaway’s share price traded at $19.40, valuing the part of Topgolf that it didn’t already own at $2 billion. But Callaway’s stock price has been rising since then. Based on Monday’s closing price of $29.52 per share, Callaway paid approximately $2.66 billion to acquire the rest of Topgolf beyond its existing ownership.
“Callaway and Topgolf are just better together,” said Chip Brewer, President and Chief Executive Officer of Callaway. “Callaway’s leadership in the global golf equipment market and geographic diversity, combined with Topgolf’s revolutionary technology platform and access to golfers of all abilities, will allow both companies to accelerate growth and create competitive advantages. This transformational merger has already created and will continue to create meaningful shareholder value. We are very excited to begin this next chapter and I cannot wait to see what we can accomplish together.”
Erik Anderson, Executive Chairman of Topgolf, added: “I am tremendously proud of everything we’ve achieved at Topgolf since our founding in 2000. Our dedicated team of associates, ground-breaking Toptracer technology, and proprietary venues and media platforms have transformed the intersection of sports and entertainment. Together with Callaway, Topgolf has the opportunity to build upon its rapid growth story, bring the Topgolf experience to new communities and advance our mission of making golf a more inclusive and accessible game.”
The combined company’s Board of Directors now consists of 13 directors, including three new directors appointed by Topgolf shareholders. Chip Brewer will continue to lead the combined company as President and Chief Executive Officer. Dolf Berle will continue to lead the Topgolf business through a transition period, at which time he intends to step down. John Lundgren will continue as Chairman of the Board of the combined company, while Erik Anderson will serve as Vice Chairman.
The combined company will be based at Callaway’s headquarters in Carlsbad, California, with Topgolf continuing to operate from its headquarters in Dallas, Texas.