This statement is made by the Board of Directors of Sportamore (publ) (the "Board" or the "Company") pursuant to Section II.19 of Nasdaq Stockholm's Takeover Rules (the "Takeover Rules").

Conclusion

The Board of Sportamore unanimously[1] (http://#_ftn1) recommends the shareholders of Sportamore to accept Footway's public tender offer.

Background

On February 17, 2020, a public tender offer was made by Footway Group AB ("Footway") to the shareholders of Sportamore to tender all their shares in Sportamore to Footway (the "Offer").

The Offer values each share in Sportamore to SEK 45.28[2] (http://#_ftn2), corresponding to a total value of the Offer for all shares in Sportamore to approximately SEK 439 million[3] (http://#_ftn3).

The consideration of the Offer consists of a combination of ordinary shares of Class B in Footway and cash in accordance with the following[4] (http://#_ftn4):

· In respect of 33 percent of the number of Sportamore shares tendered by such shareholders: 2.5 ordinary shares of class B per Sportamore share, and
· In respect of the remaining 67 percent of the number of Sportamore shares tendered by such shareholders: SEK 46.4 in cash per Sportamore share.

Shareholders of Sportamore holding 300 or fewer shares may choose a consideration alternative consisting solely of cash compensation of SEK 45.28 per share in Sportamore for all, but not only for some, of their shares.

The Offer represents a premium of: 27.5 percent in relation to the closing price of the Sportamore share on Nasdaq Stockholm on February 14, 2020 (which was the last trading day before the announcement of the Offer), and a premium of 19.2 percent in relation to the volume-weighted average price of the Sportamore share on Nasdaq Stockholm during the last 30 trading days, which ended on February 14, 2020.

The acceptance period for the Offer runs from March 13, 2020 until April 3, 2020, with reservations for possible extensions.

The completion of the Offer is conditional upon among other things that the Offer is accepted to such extent that Footway becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Sportamore, that the shareholders of Footway, at an extraordinary general meeting, decide, with the required majority, to authorize the board of directors to issue new ordinary shares of Class B in Footway in connection with the Offer, partly through a non-cash issue to the shareholders of Sportamore who accept the Offer, and partly by a directed share issue to certain investors to finance the cash consideration in the Offer, and that, with respect to the Offer and completion of the acquisition of Sportamore, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities, being obtained, in each case on terms which, in Footway's opinion, are acceptable. Footway reserves the right to waive these and other conditions in accordance with the Offer.

For further information regarding the Offer, see the press release published by Footway on February 17, 2020, and the offer document that will be published before the acceptance period begins.

The Board has appointed Carnegie Investment Bank ("Carnegie") as financial advisor in connection with evaluating the Offer. KANTER Advokatbyrå has been appointed as legal advisors in connection with the Offer.

Sportamore Board of Director's assessment of the Offer

Process

The Board's opinion of the Offer is based on an evaluation of a number of different factors the Board has determined to be relevant when evaluating the Offer. These factors include, but are not limited to, Sportamore's and its markets historical development, current market position, the expected future development and thereto related possibilities and risks. The Board has also taken into account Sportamore's historical financial development, the Company's business plan for the coming years and assessments regarding the long term future financial development.

In assessing the Offer, the Board has analysed the Offer using methods normally used in evaluating public offers for listed companies, including Sportamore's and Footway's valuation relative to comparable listed companies, offer premiums in previous tender offers, the stock market's expectations in respect of Sportamore's and Footway's profitability and share price performance and the Board's view of the Company's long term value based on expected cash flows. 

Furthermore, Footway and Sportamore have conducted limited mutual due diligence investigations of confirmatory nature of certain business-related, financial and legal information of Footway and Sportamore respectively. During due diligence investigations, no other information that has not been previously published and which could constitute insider information in relation to Footway and Sportamore, respectively, have been provided.

Considerations

The Board has a positive view of the value-creating potential of the merged company but has not taken part of detailed integration plans or risk analyzes and thus cannot comment on the future value potential of the Footway share. It can also be noted that full realization of synergies typically requires that all shares in a company are acquired. Footway reserves the right to complete the Offer, even if Footway does not become the owner of shares representing more than 90 percent of the total number of outstanding shares and votes in Sportamore, which may entail that Footway completes the Offer without having the opportunity to acquire all shares.

Conclusion

In conclusion and in light of the above stated the Board concludes that the Offer is fair and unanimously recommends the shareholders of Sportamore to accept the Offer.

The shareholders of Sportamore are urged to follow Footway's share price during the acceptance period and note that the value of the share consideration will change over time in line with changes in Footway's share price, which may lead to a higher or lower value per share in Sportamore than at the time of the announcement of the Offer.

Effect on Sportamore

Under the Takeover Rules the Board is required, on the basis of Footway's statements in its announcement of the Offer, to make public its opinion of the effects the implementation of the Offer may have on Sportamore, specifically employment, and its views on Footway's strategic plans for Sportamore and the effect these may be expected to have on employment and the places where Sportamore conducts its operations. Footway has in this respect stated that:

"In order to ensure that synergies, competence and other key values in the acquisition are utilized and in order to have a well-functioning communication within the group, the intention is to create a new group management consisting of senior executives from each company. In other respects, Footway is also keen to retain competence from both companies in the new organization. In order to realize desirable synergies, the coordination of the companies' operations may entail certain organizational and operational changes, but no decisions have yet been made. What specific measures will be taken in connection with the integration will be decided after the implementation of the Offer, after a thorough evaluation of the new group. No decisions have been made on any changes regarding Sportamore's or Footway's employees and management or regarding the current organization or operations, including terms of employment, employment and the locations where Sportamore conducts its business."

The Board assumes that this description is accurate and has in relevant aspects no reason to take a different view.

This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts. This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.

 

Stockholm, March 12, 2020

The Board of Directors of Sportamore AB (publ)

For further information on the Board of Director's statement, please contact:

Jan Friedman, Chairman of the Board of Directors of Sportamore, jan@friedman.se

This is information is such information that Sportamore AB (publ) is required to publish in accordance with the EU Market Abuse Regulation. The information was submitted for publication, through the CEO Johan Ryding, at 07:00 CEST on March 12, 2020.

For further information, visit www.sportamore.se or contact:

Johan Ryding, CEO

Tel: +46 70 556 2226

[1] (http://#_ftnref1)Former Board member Birgitta Stymne Göransson announced on February 17, 2020, that she will resign at her own request from the Board. Birgitta Stymne Göransson is the chairman of the board of directors of Industrifonden, which is a shareholder in Footway, and Industrifonden has committed to participate in the new share issue that will finance the Offer. Birgitta Stymne Göransson did not participate in the Board's handling of the Offer prior to her resignation.

[2] (http://#_ftnref2) Based on the closing price for ordinary shares of Class B in Footway of SEK 17.20 at Nasdaq First North Growth Market on February 14, 2020.

[3] (http://#_ftnref3) The total value of the Offer is based on (i) the closing price for ordinary shares of Class B in Footway of SEK 17.20 on Nasdaq First North Growth and (ii) 9,694,351 outstanding shares in Sportamore on February 14, 2020.

[4] (http://#_ftnref4) If Sportamore were to pay a dividend or make another value transfer before the consideration of the Offer has been paid, the consideration in the Offer will be reduced accordingly.

For more information, visit www.sportamore.se or contact:

Johan Ryding, CEO

Phone# 0705 56 22 26

About Sportamore

Sportamore AB (publ) is the Nordic region's leading and fastest growing technology company that sells sport-related products online. In 2018, the Group had sales of SEK 947 million. In May 2015, Sportamore was listed on NASDAQ Stockholm, and has won prices for the Year's Online Store, E-Commerce of the Year, and won the award as the Customer Service of the Year. In 2018, Sportamore and Sportamore Outlet had over 54 million visitors. Sportamore sells over 30,000 products from around 300 different brands representing more than 30 different sports. Sportamore always has focused on an attractive customer offering by offering all that the customer needs for its sport, to the right price and with fast delivery.
For more information please visit www.sportamore.se

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