TaylorMade-adidas Golf has successfully completed its tender offer for the outstanding shares of Ashworth, Inc. for a price of $1.90 per share in cash.
“We're extremely pleased to announce that our acquisition of Ashworth is complete, and that our plans to integrate this great brand into the TaylorMade-adidas Golf Company are taking shape,” said Mark King, TMaG president and CEO. “We are confident that by working together and taking advantage of the many benefits that our parent company, the adidas Group, has to offer we can quickly make Ashworth a powerful asset to our company.”
“We firmly believe that the adidas Golf and Ashworth brands are unique and complementary,” said John Kawaja, executive vice president of adidas Golf. “The alliance of these two brands gives us a powerful portfolio of products that appeal to a wide range of ages, preferences and player types. We plan to make use of all of our resources, including those of our parent company, the adidas Group, to reinvigorate the Ashworth brand and make it a vital part of how we go to market and a catalyst to greater success for our company.”
At the expiration of the offer at midnight EST on Nov. 18, 2008, approximately 10,934,097 shares of Ashworth were tendered and accepted for purchase, representing approximately 74% of the outstanding shares of Ashworth common stock. TaylorMade-adidas Golf then exercised its top-up option under the merger agreement to bring its ownership to 90% and enable it to complete the acquisition through a short-form merger under Delaware law.
As a result of the acquisition, Ashworth will become a wholly-owned subsidiary of TaylorMade-adidas Golf and any shares of Ashworth common stock not tendered will be cancelled and converted into the right to receive the $1.90 in cash per share to be paid in the tender offer, without interest and less any required withholding taxes.
Following the completion of the acquisition, Ashworths financial results will be consolidated within the adidas Group as of November 20, 2008 and will be reported in the TaylorMade-adidas Golf business segment. In connection with the transaction, Barclays Capital acted as financial advisor to the adidas Group and Sheppard Mullin Richter & Hampton served as legal counsel.
