Amended Statement of Ownership: Solicitation (sc 14d9/a)
01 3월 2021 - 10:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No.
3)
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Wanda Sports Group
Company Limited
(Name of Subject
Company)
Wanda Sports Group
Company Limited
(Names of Persons
Filing Statement)
Class A Ordinary
Shares, no par value*
(Title of Class
of Securities)
93368R 101**
(CUSIP Number of
Class of Securities)
Hengming Yang
Chief Executive
Officer
Wanda Sports Group
Company Limited
9/F, Tower B, Wanda
Plaza
93 Jianguo Road,
Chaoyang District
100022, Beijing,
People’s Republic of China
+86-10-8558-8813
(Name, address,
and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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*
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Not for trading, but only in connection with the prior listing on the Nasdaq Global Select
Market of the American Depositary Shares (“ADSs”), with every two ADSs representing three class
A ordinary shares, no par value, of the issuer.
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**
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This CUSIP number applies to the issuer’s ADSs.
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This Amendment No. 3 (this “Amendment
No. 3”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented
from time to time, the “Schedule 14D-9”) filed on December 23, 2020 with the Securities and Exchange
Commission (the “SEC”) by Wanda Sports Group Company Limited, a company limited by shares incorporated
under the laws of Hong Kong. The Schedule 14D-9 relates to the tender offer (the “Offer”) by Wanda Sports
& Media (Hong Kong) Holding Co. Ltd. (“Purchaser”), a limited liability company incorporated under
the laws of Hong Kong and a wholly-owned subsidiary of Wanda Culture Holding Co., Ltd., a limited liability company incorporated
under the laws of Hong Kong (“Parent”), to acquire all of the outstanding Class A Ordinary Shares (including
Class A Ordinary Shares represented by ADSs) at an offer price of $1.70 per Class A Ordinary Share or $2.55 per ADS in cash (the
“Offer Price”), without interest, upon terms, and subject to conditions, set forth in the Offer to Purchase
and Letters of Transmittal (each as defined below). Parent is indirectly owned by Dalian Wanda Group Co., Ltd, which is ultimately
controlled by Mr. Jianlin Wang, its chairman and president. The Offer is disclosed in the Tender Offer Statement on Schedule TO
filed by Purchaser and Parent with the SEC on December 23, 2020 (as it may be amended or supplemented from time to time, including
by Amendment No. 1 to the Schedule TO filed on January 11, 2021, Amendment No. 2 to the Schedule TO filed on February 1, 2021,
and this Amendment No. 3 to the Schedule TO filed on March 1, 2021, the “Schedule TO”), and is made
upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 23, 2020 (as it may be amended
or supplemented from time to time, including by Amendment No. 1 to the Offer to Purchase dated January 11, 2021, the “Offer
to Purchase”) and in the related letter of transmittal for Class A Ordinary Shares (the “Share Letter
of Transmittal”) and the related letter of transmittal for ADSs (the “ADS Letter of Transmittal,”
together with the Share Letter of Transmittal, “Letters of Transmittal”).
The information in the Schedule 14D-9, including all exhibits
and annexes that were previously filed with the Schedule 14D-9, is incorporated in this Amendment No. 3 by reference, except that
such information is hereby amended or supplemented to the extent specifically provided herein. Capitalized terms used herein and
not defined shall have the meanings ascribed to them in the Schedule 14D-9 and heading references herein refer to the Schedule
14D-9.
Item 2. IDENTITY AND BACKGROUND
OF FILING PERSON.
(d) Tender Offer and the
Transaction.
The following paragraph is added
to the end of the section:
“The subsequent offering
period expired as scheduled at 5:00 p.m., New York City time, on February 26, 2021. American Stock Transfer & Trust Company,
LLC, as tender agent for the Offer, has advised that, as of the expiration date of the subsequent offering period, a total of
38,358,038 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) were validly tendered (and not properly
withdrawn) pursuant to the Offer, representing approximately 77% of the outstanding Class A Ordinary Shares (including Class A
Ordinary Shares represented by ADSs), excluding 8,215,616 ADSs held by Associates subject to the Standstill Agreement. The foregoing
include a total of 18,678,348 ADSs tendered, representing approximately 94% of the outstanding ADSs, excluding the ADSs held by
the Associates. Purchaser has accepted for payment, and has paid (or will pay) for, all Class A Ordinary Shares and ADSs validly
tendered (and not validly withdrawn) pursuant to the Offer.”
SIGNATURE
After due inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: March 1, 2021
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Wanda Sports Group Company Limited
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By:
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/s/ Hengming
Yang
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Name: Hengming Yang
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Title: Chief Executive Officer
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