BERLIN & LOS ANGELES–(BUSINESS WIRE)–SIGNA Sports activities United (“SSU” or the “Firm”), has entered right into a enterprise mixture settlement with Yucaipa Acquisition Company (NYSE: YAC) (“Yucaipa” or “YAC”), a publicly-traded particular function acquisition firm led by Chairman and President Ron Burkle and CFO and COO Ira Tochner. The mixture additionally contains the acquisition of the WiggleCRC Group (“WiggleCRC”), one of many largest on-line bike retailers globally, presently owned by Bridgepoint.
The mixed entity will grow to be one of many largest pure-play sports activities e-commerce and know-how platform firm, with anticipated internet revenues of roughly $1.6 billion within the monetary 12 months ending in September 2021, serving over 7 million energetic prospects, 1,000+ model companions, 500+ linked retail shops, and greater than 15 million sports activities group customers globally.
“We’re proud and excited by this subsequent chapter in SSU’s development story. Turning into a listed firm permits us to proceed capturing market share in Europe and to speed up our U.S. and worldwide growth whereas scaling our platform options,” mentioned Stephan Zoll, CEO of SSU. “We additionally sit up for welcoming WiggleCRC to our SSU household. The acquisition enhances our international on-line management particularly within the bike class. Our give attention to development and internationalization coupled with our platform strategy drives vital scale advantages.”
“SSU is a world chief within the fastest-growing sports activities classes and is well-positioned for continued success as a public firm,” mentioned Ron Burkle, Chairman and President of Yucaipa. “With its know-how platform – and a mix of scale, worldwide development and profitability – we anticipate SSU to develop its management positions and speed up its international growth. We sit up for changing into shareholders and partnering carefully with the proficient SSU group on this thrilling journey.”
As a world chief in 4 on-line e-commerce classes: Bike, Tennis, Out of doors and Staff Sports activities, SSU has pursued a worthwhile development technique, investing to enter new markets and competing to determine main positions. Over the twelve-month interval ending March 31, 2021, the Firm’s largest phase, Bike & Out of doors, achieved an Adjusted EBITDA margin of roughly 10% in its core DACH markets, while rising roughly 40% in income in comparison with the prior 12 months interval, and in the remainder of Europe, development exceeded 60% in income in comparison with the prior 12 months interval.
- A number one pure-play sports activities e-commerce and know-how platform with compounding knowledge benefit, enjoying within the quickest rising sports activities classes in an roughly $1.1 trillion international market which is giant, fast-growing and fragmented, pushed by megatrends in well being & way of life, digitalization, e-mobility and the continued shift to on-line
- Multi-year observe file of worthwhile natural development of 25%+ yearly, anticipated to generate roughly $1.6 billion of internet revenues and greater than $70m of Adjusted EBITDA within the monetary 12 months ending in September 31, 2021 (in every case, professional forma for the mixture with WiggleCRC)
- Place in Europe bolstered by a rising presence within the U.S. from current entry in Tennis (Midwest Sports activities acquisition and SSU’s pending Tennis Specific acquisition) and Bike (WiggleCRC acquisition)
- Excellent category-specific propositions, experience and breadth of product assortment throughout iconic Bike, Out of doors, Tennis, and Staff Sports activities webshop manufacturers
- Scalable know-how platform and fulfilment infrastructure enabling synergistic M&A and supporting platform answer choices to sports activities ecosystem companions
- A number of vectors to speed up development and worth creation
SSU is well-positioned to drive sturdy development by three strategic pillars:
- Natural development – Leverage scale and superior capabilities to drive above-market natural development in current and adjoining markets
- Inorganic growth – Optimize in-market, enter new geographies or classes and drive verticalization by M&A
- Platform options – Make the most of know-how platform and infrastructure to supply options to sports activities ecosystem companions
YAC has agreed to mix with SIGNA Sports activities United and the WiggleCRC Group primarily based on a $3.2 billion professional forma enterprise valuation.
The transaction is anticipated to ship as much as roughly $645 million of gross proceeds by the contribution of as much as $345 million of money held in YAC’s belief account (assuming no redemptions) and a concurrent absolutely dedicated odd share PIPE of roughly $300 million (upsized from an envisaged PIPE of $250 million).
Ron Burkle is investing $50 million within the PIPE and is joined by prime tier international institutional buyers. The present shareholders have agreed to transform 100 per cent of their possession stakes into the brand new public firm.
After giving impact to the transaction and assuming no redemptions by the YAC shareholders, the Firm is anticipated to have roughly $350 million of liquidity to assist future development, together with strategic acquisitions, and basic company functions.
The transaction has been unanimously authorized by the Boards of Administrators of every of YAC and SSU, and is topic to approval by YAC’s shareholders and different customary closing circumstances. The transaction is anticipated to shut within the second half of 2021.
Upon completion of the transaction, the mixed firm will commerce on the NYSE underneath the SIGNA Sports activities United title.
Further details about the proposed transaction, together with a duplicate of the enterprise mixture settlement and an investor presentation, might be offered in a present report on Kind 8-Ok to be filed by YAC with america Securities and Change Fee (the “SEC”) and out there at www.sec.gov, on SSU’s web site at https://signa-sportsunited.com/investor-relations and on YAC’s web site at https://www.yucaipayac.com/investor-relations. SSU will file a registration assertion (and YAC will file the proxy assertion/prospectus forming a part of the registration assertion) with the SEC in reference to the transaction.
Citi acted as lead monetary advisor to SSU. Moelis & Firm LLC acted as lead monetary advisor to YAC. Jefferies acted as capital markets advisor to YAC.
Citi and Jefferies LLC acted as co-placement brokers on the PIPE.
Skadden, Arps, Slate, Meagher & Flom LLP acted as lead authorized advisor to SSU, and Kirkland & Ellis LLP acted as lead authorized advisor to YAC.
Investor Name / Administration Presentation
SSU and YAC will host a joint investor convention name to debate the transaction and assessment the investor presentation at the moment, Friday, June 11, 2021 at 10:00 am E.T.
US/Canada Toll-Free: 1-877-728-1750
Convention ID: 6391089
Telephone replay out there June 11, 2021 to June 18, 2021
US/Canada Toll-Free: 1-855-859-2056
Convention ID: 6391089
A webcast of the convention name and related presentation supplies might be accessible on SSU’s investor relations web page at https://signa-sportsunited.com/investor-relations and on YAC’s web site at https://www.yucaipayac.com/investor-relations. A replay might be out there after the convention name and could be accessed on the investor relations web page.
The presentation will even be filed with the SEC by YAC as an exhibit to a Present Report on Kind 8-Ok which could be considered on the SEC’s web site at www.sec.gov.
About SIGNA Sports activities United
Primarily based in Berlin, Germany, SIGNA Sports activities United is a number one international sports activities e-commerce and tech platform in Bike, Tennis, Out of doors and Staff Sports activities with greater than 7 million energetic prospects and near 500 million annual webshop guests. SIGNA Sports activities United combines iconic webshop manufacturers reminiscent of Wiggle, Chain Response Cycles, Fahrrad.de, Bikester, Probikeshop, Campz, Addnature, Tennis-Level, TennisPro, Clothing store and lots of extra. Greater than 1,000+ model companions, 500+ unbiased offline retailers and greater than 15 million digital sports activities group members are linked to its platform.
Additional info: www.signa-sportsunited.com.
Yucaipa Acquisition Company is a particular function acquisition firm led by Ronald W. Burkle and shaped for the aim of effecting a merger, share trade, asset acquisition, share buy, reorganization or comparable enterprise mixture with a number of companies or entities.
Further Info and The place to Discover It
In reference to the enterprise mixture by and amongst YAC, Signa Sports activities United GmbH, Signa Sports activities United B.V. (“Pubco”), Olympics I Merger Sub, LLC and Signa Worldwide Sports activities Holding GmbH, Pubco intends to file a Registration Assertion on Kind F-4 (the “Kind F-4”) with the SEC which is able to embrace a preliminary prospectus with respect to its securities to be issued in reference to the enterprise mixture and a preliminary proxy assertion with respect to YAC’s shareholder assembly at which YAC’s shareholders might be requested to vote on the proposed enterprise mixture. This communication shouldn’t be an alternative to the Kind F-4, the definitive proxy assertion/prospectus or some other paperwork that YAC will ship its shareholders in reference to the enterprise mixture. YAC and SSU urge buyers, shareholders and different individuals to learn, when out there, the Kind F-4, together with the proxy assertion/prospectus, any amendments thereto and some other paperwork filed with the SEC, as a result of these paperwork will comprise necessary details about the proposed enterprise mixture. After the Kind F-4 has been filed and declared efficient, YAC will mail the definitive proxy assertion/prospectus to shareholders of YAC as of a file date to be established for voting on the enterprise mixture. YAC shareholders will even be capable to get hold of a duplicate of such paperwork, with out cost, by directing a request to: Yucaipa Acquisition Corp., 9130 West Sundown Boulevard, Los Angeles, CA, 90069.; e-mail: InvestorRelations@YucaipaCo.com. These paperwork, as soon as out there, can be obtained, with out cost, on the SEC’s web site www.sec.gov.
Sure statements made on this press launch are usually not historic info however are “forward-looking statements” for functions of the protected harbor provisions underneath The Non-public Securities Litigation Reform Act of 1995. Ahead-looking statements usually are accompanied by phrases reminiscent of “imagine,” “might,” “will,” “estimate,” “proceed,” “anticipate,” “intend,” “anticipate,” “ought to,” “might,” “would,” “plan,” “predict,” “potential,” “appear,” “search,” “future,” “outlook,” “suggests,” “targets,” “initiatives,” “forecast” and comparable expressions that predict or point out future occasions or tendencies or that aren’t statements of historic issues. These forward-looking statements embrace, however are usually not restricted to, statements concerning future occasions, the enterprise mixture between Yucaipa and SSU, the acquisition of Wiggle CRC, the the estimated or anticipated future outcomes and advantages of the mixed firm following the enterprise mixture, together with the probability and skill of the events to efficiently consummate the enterprise mixture and the acquisition of Wiggle CRC, future alternatives for the mixed firm, future deliberate services, enterprise technique and plans, goals of administration for future operations of SSU, market dimension and development alternatives, aggressive place, technological and market tendencies, and different statements that aren’t historic info. These statements are primarily based on the present expectations of Yucaipa’s and SSU’s administration and are usually not predictions of precise efficiency. These forward-looking statements are offered for illustrative functions solely and are usually not meant to function, and should not be relied on, by any investor as a assure, an assurance, a prediction or a definitive assertion of reality or chance. Precise occasions and circumstances are troublesome or unimaginable to foretell and can differ from assumptions. All forward-looking statements are primarily based upon estimates and forecasts and mirror the views, assumptions, expectations, and opinions of Yucaipa and SSU, that are all topic to alter as a result of numerous elements together with, with out limitation, adjustments generally financial circumstances because of the COVID-19 pandemic. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not or not recognized on this communication, needs to be considered indicative, preliminary and for illustrative functions solely and shouldn’t be relied upon as being essentially indicative of future outcomes.
Many precise occasions and circumstances are past the management of Yucaipa and SSU. These statements are topic to numerous dangers and uncertainties concerning Yucaipa’s companies and the enterprise mixture, and precise outcomes might differ materially. These dangers and uncertainties embrace, however are usually not restricted to, basic financial, political and enterprise circumstances; adjustments in home or international enterprise, market, monetary, political and authorized circumstances; the timing and construction of the enterprise mixture; adjustments to the proposed construction of the enterprise mixture which may be required or acceptable because of relevant legal guidelines or laws; the lack of the events to consummate the enterprise mixture or the incidence of any occasion, change or different circumstances that would give rise to the termination of the enterprise mixture settlement; the PIPE funding and the opposite transactions in connection therewith, together with because of the COVID-19 pandemic or the danger that any regulatory approvals are usually not obtained, are delayed or are topic to unanticipated circumstances that would adversely have an effect on the mixed firm or the anticipated advantages of the enterprise mixture; the end result of any authorized proceedings which may be instituted towards the events following the announcement of the enterprise mixture; the receipt of an unsolicited supply from one other celebration for an alternate enterprise transaction that would intrude with the enterprise mixture; the danger that the approval of the shareholders of Yucaipa or SSU for the potential transaction shouldn’t be obtained; failure to understand the anticipated advantages of the enterprise mixture, together with because of a delay in consummating the potential transaction or issue in integrating the companies of Yucaipa and SSU; the danger that the enterprise mixture disrupts present plans and operations because of the announcement and consummation of the enterprise mixture; the power of the mixed firm to develop and handle development profitably and retain its key staff together with its govt group; the quantity of redemption requests made by Yucaipa’s shareholders; the lack to acquire or preserve the itemizing of the post-acquisition firm’s securities on NYSE following the enterprise mixture; prices associated to the enterprise mixture; the general stage of demand for SSU’s providers; basic financial circumstances and different elements affecting SSU’s enterprise; SSU’s means to implement its enterprise technique; SSU’s means to handle bills; adjustments in relevant legal guidelines and governmental regulation and the affect of such adjustments on SSU’s enterprise, SSU’s publicity to litigation claims and different loss contingencies; the dangers related to adverse press or reputational hurt; disruptions and different impacts to SSU’s enterprise, because of the COVID-19 pandemic and authorities actions and restrictive measures carried out in response; SSU’s means to guard patents, logos and different mental property rights; any breaches of, or interruptions in, SSU’s know-how infrastructure; adjustments in tax legal guidelines and liabilities; and adjustments in authorized, regulatory, political and financial dangers and the affect of such adjustments on SSU’s enterprise and people elements mentioned in Yucaipa’s closing prospectus regarding its preliminary public providing, dated July 29, 2020, and different filings with the SEC.
The foregoing listing of things shouldn’t be exhaustive. It is best to fastidiously take into account the foregoing elements and the opposite dangers and uncertainties that might be described within the “Threat Components” part of PubCo’s registration assertion on Kind F-4 and Yucaipa’s proxy assertion, and described in Yucaipa’s Annual Report on Kind 10-Ok and different paperwork filed by Yucaipa or PubCo once in a while with the SEC. There could also be extra dangers that Yucaipa and SSU presently have no idea or that Yucaipa and SSU presently imagine are immaterial that would additionally trigger precise outcomes to vary from these contained within the forward-looking statements. As well as, forward-looking statements present Yucaipa’s and SSU’s expectations, plans or forecasts of future occasions and views as of the date of this communication. Yucaipa and SSU anticipate that subsequent occasions and developments will trigger Yucaipa’s and SSU’s assessments to alter. Nevertheless, whereas Yucaipa or SSU might elect to replace these forward-looking statements sooner or later sooner or later, Yucaipa and SSU particularly disclaims any obligation to take action. These forward-looking statements shouldn’t be relied upon as representing Yucaipa’s and SSU’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.
Individuals within the Solicitation
YAC, Pubco and SSU and sure of their respective administrators, govt officers and different members of administration and staff might, underneath SEC guidelines, be deemed to be individuals within the solicitations of proxies from YAC’s shareholders in reference to the proposed enterprise mixture. Info concerning the individuals who might, underneath SEC guidelines, be deemed individuals within the solicitation of YAC’s shareholders in reference to the proposed enterprise mixture might be set forth in YAC’s proxy assertion/prospectus when it’s filed with the SEC. You’ll find extra details about YAC’s administrators and govt officers in YAC’s closing prospectus filed with the SEC on August 5, 2020. Further info concerning the individuals within the proxy solicitation and an outline of their direct and oblique pursuits might be included within the proxy assertion/prospectus when it turns into out there. Shareholders, potential buyers and different pursuits individual ought to learn the proxy assertion/prospectus fastidiously when it turns into out there earlier than making any voting or funding selections. You might get hold of free copies of those paperwork from the sources indicated above.
No Provide or Solicitation
This press launch is for informational functions solely and is neither a proposal to buy, promote or trade nor a solicitation of a proposal to promote, subscribe for or purchase any securities or trade or the solicitation of any vote in any jurisdiction pursuant to the enterprise mixture or in any other case, nor will there be any sale, issuance or switch or securities in any jurisdiction in contravention of relevant legislation. No supply of securities might be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act. The proposed enterprise mixture might be submitted to shareholders of Yucaipa for his or her consideration.
Non IFRS Monetary Measures
The press launch contains sure non-IFRS monetary measures (together with on a forward-looking foundation). These non-IFRS measures are an addition, and never an alternative to or superior to, measures of economic efficiency ready in accordance with IFRS and shouldn’t be thought-about as a substitute for internet earnings, working earnings or some other efficiency measures derived in accordance with IFRS. YAC and SSU believes that these non-IFRS measures of economic outcomes (together with on a ahead forward-looking foundation) present helpful supplemental info to buyers about SSU. SSU’s administration makes use of forward-looking non-IFRS measures to guage SSU’s projected financials and working efficiency. Nevertheless, there are a variety of limitations associated to using these non-IFRS measures and their nearest IFRS equivalents, together with that they exclude vital bills which are required by IFRS to be recorded within the SSU’s monetary measures. As well as, different corporations might calculate non-IFRS measures in a different way, or might use different measures to calculate their monetary efficiency, and due to this fact, SSU’s non-IFRS measures is probably not immediately akin to equally titled measures of different corporations. Moreover, to the extent that forward-looking non non-IFRS monetary measures are offered, they’re offered on a non-IFRS foundation with out reconciliations of such ahead forward-looking non-IFRS measures because of the inherent issue in forecasting and quantifying sure quantities which are needed for such reconciliations.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.