Irrevocable
29 Gennaio 2008 - 12:00PM
UK Regulatory
RNS Number:7532M
Nike
29 January 2008
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
29 January 2008
NIKE, Inc. ("Nike")
Recommended cash acquisition of Umbro plc ("Umbro")
10% irrevocable undertaking from JJB Sports plc ("JJB Sports")
NIKE, Inc. is pleased to announce that its wholly owned subsidiary NIKE Vapor
Ltd. ("Nike Vapor") has received an irrevocable undertaking from JJB Sports to
vote its shareholding of 14,779,712 Umbro Shares, representing 10.12% of the
share capital of Umbro, in favour of the Transaction at the Court Meeting and
General Meeting to be held on 31 January 2008 (or accept the Offer, if Nike
Vapor elects to effect the Transaction by way of a takeover offer). This
irrevocable undertaking will lapse in the event that a competing offer for Umbro
is announced at a price of not less than 210 pence per Umbro Share.
Capitalised terms used, but not defined, in this announcement shall have the
same meaning as set out in the Umbro Scheme Document dated 23 November 2007.
Enquiries:
NIKE, INC.
Nigel Powell, Vice President of Global Communications Telephone: +1 503 671 6758
Charlie Brooks, UK Head of Corporate Communications Telephone: +44 20 7432 6390 or
+44 77 1472 4995
Massimo Giunco, EMEA Head of Corporate Communications Telephone: +31 35 626 6980 or
+31 64 6372 512
Alan Marks, Global Director of Media Relations Telephone: +1 503 671 2673
Pamela Catlett, Vice President, Investor Relations Telephone: +1 503 671 4589
MERRILL LYNCH
(Financial Adviser and Corporate Broker to
Nike and Nike Vapor)
UK Telephone: +44 20 7628 1000
Kevin J. Smith
Andrew Osborne (Corporate Broking)
US Telephone: +1 212 449 1000
Lisa Clyde
Alan Goodstadt
CITIGATE DEWE ROGERSON Telephone: +44 20 7638 9571
(PR Adviser to Nike)
Simon Rigby
Kevin Smith
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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