The adidas Group and Ashworth, Inc. (NASDAQ: ASHW) has announced that the TaylorMade-adidas Golf business segment has entered into a definitive agreement to acquire all of the outstanding shares of Ashworth, Inc. for $1.90 per share in cash.
The transaction value is $72.8 million, which includes the assumption of $46.3 million of Ashworth debt.
The transaction will be effected through a tender offer to be launched shortly by a subsidiary of Taylor Made Golf Company, Inc. ( “TaylorMade-adidas Golf”) for all outstanding Ashworth shares. The tender offer will be subject to, among other things, the condition that at least a majority of the outstanding Ashworth shares are tendered.
“Through the acquisition of Ashworth, TaylorMade-adidas Golf becomes the leading and most balanced golf apparel company with a complete apparel offering for golfers globally,” said a company spokesman. “The transaction enables TaylorMade-adidas Golf to widen its product range, to further strengthen its distribution platform and to extend its marketing presence.”
“Ashworth is a well-established, authentic golf apparel brand with a strong heritage and represents an excellent addition to TaylorMade and adidas Golf,” said adidas AG chairman and CEO Herbert Hainer. “This acquisition underscores our commitment to continued growth in the golf category.”
“We are excited to bring Ashworth alongside our industry-leading TaylorMade and adidas Golf brands. TaylorMade-adidas Golf’s mission is to be the best performance golf company in the world and adding Ashworth is another important step in achieving that goal,” commented Mark King, president and CEO of TaylorMade-adidas Golf.
“This deal provides exciting prospects for our colleagues, partners and customers around the world. The Ashworth® brand fits perfectly into TaylorMade-adidas Golf’s line-up of brands and together we will be able to increase efficiency and drive the golf apparel business going forward, leveraging a broad set of resources,” said Allan Fletcher, CEO of Ashworth, Inc.
The directors of Ashworth have approved the transaction. In addition, members of the Knightspoint Partners group who collectively own over 16% of Ashworth’s outstanding shares have entered into an agreement whereby they have agreed to tender their shares. The Knightspoint Partners group represents the largest reporting shareholder group of Ashworth.
The adidas Group plans to finance the acquisition with cash on hand or through existing credit lines. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter 2008.
In connection with the transaction, Barclays Capital is acting as financial advisor to the adidas Group, and Sheppard Mullin Richter & Hampton LLP is serving as legal counsel. Kurt Salmon Associates Capital Advisors, Inc. is acting as financial advisor to Ashworth.
The adidas Group is one of the global leaders within the sporting goods industry, offering a broad range of products around three core segments adidas, Reebok and TaylorMade-adidas Golf. Headquartered in Herzogenaurach, Germany, the Group has more than 34,000 employees and generated sales of €10.3 billion in 2007.
Headquartered in Carlsbad, California, TaylorMade-adidas Golf sells golf clubs and balls under the TaylorMade brand and adidas Golf footwear and apparel. TaylorMade-adidas Golf posted 2007 sales of €804 million.
Ashworth, Inc. is a leading designer of men’s and women’s golf-inspired lifestyle sportswear distributed domestically and internationally in golf pro shops, resorts, upscale department and specialty stores and to corporate customers under the Ashworth® brand. Ashworth is also an official apparel licensee of Callaway Golf Company.
The adidas Group www.adidas-Group.com