The Managing Board and the Supervisory Board support the Offer as they believe that the Offer is in the long-term interest of the Company and its employees and that the Offer Price is fair. Therefore, the Managing Board and the Supervisory Board recommend that the PUMA Shareholders accept the Offer and tender their PUMA Shares under the Offer, in particular if they consider their investment under short and medium term aspects.
The Managing Board and the Supervisory Board have based their decision to support the Offer and to recommend to the PUMA Shareholders to accept the Offer on several considerations, including without limitation the following:
- The Managing Board and the Supervisory Board consider the Offer Price of EUR 330,00 per PUMA Share offered by the Bidder to be fair within the meaning of Section 31 para. 1 of the Takeover Act. The Offer Price exceeds the historical market prices of the PUMA Share; furthermore, the fairness of the Offer Price from a financial point of view is supported by the two Fairness Opinions provided by the investment banks Lehman Brothers and UBS. Potential synergies resulting from the future co-operation between PPR and PUMA have not been taken into consideration, it being understood that it is not intended to achieve synergies by way of shutdowns of business locations or reduction of staff.
- By combining the businesses of PUMA AG and PPR Group the market position of PUMA AG as the 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 Managing Board 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. Therefore, the Managing Board and the Supervisory Board are of the opinion that the completion of the Offer is in the best interest of PUMA AG and the PUMA Group.
- The Bidder 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.