On May 14, 2007, SAPARDIS S.A., a nearly 100% subsidiary of PPR S.A., published a voluntary public tender offer to the holders of shares in PUMA Aktiengesellschaft Rudolf Dassler Sport, Herzogenaurach. The offer aims at the acquisition of all shares in PUMA AG for an offer price of EUR 330.00 per PUMA share.
The Board of Management and the Supervisory Board of PUMA AG published its reasoned statement regarding the offer pursuant to Section 27 para. 1 sentence 1 of the
Takeover Act. The Board of Management and the Supervisory Board support the Offer because they believe that the Offer is in the long-term interest of the company and the employees. After careful evaluation, the Board of Management and the Supervisory Board consider the Offer Price to be fair. Therefore, the Board of Management and the Supervisory Board recommend the PUMA Shareholders to accept the Offer and to tender their PUMA Shares into the Offer.
This decision is in particular based on the following considerations:
The Offer Price of EUR 330.00 is fair within the meaning of Section 31 para. 1 of the
Takeover Act. The Offer Price significantly exceeds the weighted average trading price of
the PUMA Share during the last three months prior to the publication of the decision to
launch a voluntary takeover offer in the amount of EUR 281.04. The financial fairness of
the offer price is also supported by Fairness Opinions rendered by the investment banks
Lehman Brothers and UBS.
By combining the businesses of PUMA AG and PPR Group the market position of PUMA
AG as leading enterprise in the sportlifestyle sector is strengthened in the long term and
a platform for the further worldwide development of the company and the
implementation of its business strategy is created. Through the combination with PPR,
the PUMA Group does not only secure the support of a financially solid international
group, but also profits from the global orientation of PPR Group, its comprehensive
portfolio in the premium brand segment and PPR's know-how and its numerous
resources in the areas of international products, sales, multi-brand management, design
and procurement. The Board of Management and the Supervisory Board are of the
opinion that both groups complement each other very well with respect to their
orientation and strategy and that PPR Group, being one of the internationally leading
groups in fashion and trade, is an ideal partner for PUMA AG.
SAPARDIS S.A. has declared that PPR does not plan any staff reduction at PUMA AG as a
consequence of its acquisition of control over the Company and that PPR does not intend
to endeavour to procure any material changes to the terms and conditions of
employment of PUMA AG and the current employee representation and employee
structure at PUMA AG.
