- SIGNA Sports United to begin trading on NYSE under the
ticker symbol “SSU” on December 15
- Closing of previously announced business combination
provides SSU with gross proceeds of $484 million from YAC trust
proceeds and a fully committed, upsized private placement of common
stock (“PIPE”) from institutional and high-tech investors,
sovereign wealth funds and high net-worth individuals
- SSU announces transaction close of WiggleCRC acquisition,
creating the world’s largest online bike platform
SIGNA Sports United (“SSU” or the “Company”), the world’s
leading sports e-commerce and technology platform, today completed
its previously announced business combination with Yucaipa
Acquisition Corporation (NYSE: YAC) ("Yucaipa" or "YAC"). The
business combination was approved by Yucaipa’s stockholders in a
special meeting held on December 13, 2021. The combined Company
will operate as SIGNA Sports United and its common stock will begin
trading under the symbol “SSU” on the NYSE on Wednesday, December
15, 2021.
Stephan Zoll, Chief Executive Officer, said, “This transaction
is a milestone event for SIGNA Sports United, providing capital to
bolster our position in the rapidly growing sports e-commerce &
technology space and continue our expansion in Europe as well as
into the United States. SSU is committed to a strategy of long-term
value creation, and we are pleased to begin our journey as a public
company to unlock the full potential of our platform and
infrastructure.”
Key Attributes of SSU
- Business model supported by long-term megatrends in the large,
fragmented sports retail market with high long-term growth in focus
verticals
- Market leading sports specialist webshop brands with >7
million active customers
- Track record of robust, double digit organic growth with
demonstrated ability to enter new markets
- Attractive financial profile evidenced by proven unit economics
and expanding margins
- Opportunity to introduce new business models with accretive,
technology driven platform and ecosystem expansion
- Clear path to global scale with unique global consolidation
opportunity based on proven playbook
In conjunction with the close of the business combination, SSU
has also finalized the acquisition of the WiggleCRC Group
(“WiggleCRC”), creating the world’s largest online bike
platform.
Mr. Zoll added, “The acquisition of WiggleCRC is a huge
strategic achievement for us, strongly complementing our geographic
footprint and providing various synergies in the bike category. We
are delighted to welcome the Wiggle Chain Reaction Cycles team to
our group and are looking forward to mutually expand our position
as the leading global bike online platform.”
Mike Özkan, designated Chairman of the Board of SSU, added,
“Today, SIGNA Sports United emerges as a global leader in sports
e-commerce & technology poised to accelerate its expansion.
With the closing of the business combination as well as the
WiggleCRC acquisition, SSU is taking its next step to further
accelerate its global expansion as a NYSE listed company. The
listing will allow the company to accelerate the strategic
consolidation of the sports e-commerce & technology
sector.”
Advisors
Citi acted as lead financial advisor to SSU. Moelis &
Company LLC acted as lead financial advisor to YAC. Jefferies acted
as capital markets advisor to YAC. Citi and Jefferies LLC acted as
co-placement agents on the PIPE. Skadden, Arps, Slate, Meagher
& Flom LLP acted as lead legal advisor to SSU, and Kirkland
& Ellis LLP acted as lead legal advisor to YAC.
About SIGNA Sports United
Inspiring performance. United by passion. SSU is a group
of specialist sports webshops powered by our leading sports
commerce and technology platform. Our specialist strategy allows us
to uniquely spotlight the best of our 1000+ brand partners across
the bike, tennis, outdoor and teamsports categories. Together we
serve our 7M+ active customers by uniting the world’s sports data
pools, digital talent and passion for active living.
For further information, please visit:
www.signa-sportsunited.com
Additional Information
On June 10th, 2021, SSU and YAC entered into a Business
Combination Agreement (as it may be amended, supplemented or
otherwise modified from time to time, the “Business Combination
Agreement”) by and among YAC, SSU, Signa Sports United B.V.
(“Pubco”), Olympics I Merger Sub, LLC and Signa International
Sports Holding GmbH. On July 2, 2021, Pubco submitted a
registration statement on Form F-4 to the U.S. Securities and
Exchange Commission (“SEC”) with respect to the business
combination Business Combination Agreement (the “Business
Combination”), which was amended on August 31, 2021, October 18,
2021, November 4, 2021, November 17, 2021, November 23, 2021 and
November 24, 2021 and declared effective on November 24, 2021,
which includes a document that serves as a prospectus of Pubco with
respect to the securities that were issued in connection with the
business combination of Yucaipa with SSU contemplated by the
Business Combination Agreement and a proxy statement of Yucaipa
with respect to the General Meeting. The definitive proxy
statement/prospectus was filed with the SEC on November 26, 2021
(the “Definitive Proxy/Prospectus”).
Forward Looking Statements
Certain statements made herein, including the description of the
transactions, agreements and other information contained herein
(collectively, this “Press Release”) are not historical facts but
are “forward-looking statements” for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “could,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” “suggests,” “targets,” “projects,” “forecast” and
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding future events, the estimated or anticipated
future results and benefits of the combined company following the
Business Combination, future opportunities for the combined
company, future planned products and services, business strategy
and plans, objectives of management for future operations of SSU,
market size and growth opportunities, competitive position,
technological and market trends, and other statements that are not
historical facts. These statements are based on the current
expectations of SSU’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. All
forward-looking statements are based upon estimates and forecasts
and reflect the views, assumptions, expectations, and opinions of
SSU, which are all subject to change due to various factors
including, without limitation, changes in general economic
conditions as a result of the COVID-19 pandemic. Any such
estimates, assumptions, expectations, forecasts, views or opinions,
whether or not identified in this Press Release, should be regarded
as indicative, preliminary and for illustrative purposes only and
should not be relied upon as being necessarily indicative of future
results.
Many actual events and circumstances are beyond the control of
SSU. These statements are subject to a number of risks and
uncertainties regarding SSU’s businesses and the Business
Combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to, general
economic, political and business conditions; changes in domestic or
foreign business, market, financial, political and legal
conditions; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the
Business Combination; the risk that the approval of the
shareholders of Yucaipa or SSU for the potential transaction is not
obtained; failure to realize the anticipated benefits of the
Business Combination, including difficulty in integrating the
businesses of Yucaipa, SSU and WiggleCRC; the risk that the
Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the Business
Combination; the ability of the combined company to grow and manage
growth profitably and retain its key employees including its
executive team; the inability to maintain the listing of the
post-acquisition company’s securities on NYSE following the
Business Combination; costs related to the Business Combination;
the overall level of demand for SSU’s services; general economic
conditions and other factors affecting SSU’s business; SSU’s
ability to implement its business strategy; SSU’s ability to manage
expenses; changes in applicable laws and governmental regulation
and the impact of such changes on SSU’s business, SSU’s exposure to
litigation claims and other loss contingencies; the risks
associated with negative press or reputational harm; disruptions
and other impacts to SSU’s business, as a result of the COVID-19
pandemic and government actions and restrictive measures
implemented in response; SSU’s ability to protect patents,
trademarks and other intellectual property rights; any breaches of,
or interruptions in, SSU’s technology infrastructure; changes in
tax laws and liabilities; and changes in legal, regulatory,
political and economic risks and the impact of such changes on
SSU’s business.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that are described in the “Risk Factors” section of
the Definitive Proxy/Prospectus and other documents filed by Pubco
from time to time with the SEC. There may be additional risks that
Pubco presently does not know or that Pubco currently believes are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements provide Pubco’s expectations, plans or
forecasts of future events and views as of the date of this Press
Release. Pubco anticipates that subsequent events and developments
will cause Pubco’s assessments to change. However, while Pubco may
elect to update these forward-looking statements at some point in
the future, Pubco specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as
representing Pubco’s assessments as of any date subsequent to the
date of this Press Release. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
Disclaimer
This Press Release is for informational purposes only and is
neither an offer to purchase, sell or exchange nor a solicitation
of an offer to sell, subscribe for or buy or exchange any
securities or the solicitation of any vote in any jurisdiction
pursuant to the Business Combination or otherwise, nor will there
be any sale, issuance or transfer or securities in any jurisdiction
in contravention of applicable law. No offer of securities will be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211214006311/en/
Press Erin Classen Allison +
Partners erin.classen@allisonpr.com +1 202 756 7246
Investor Contact Matt Chesler, CFA
Allison + Partners matt.chesler@allisonpr.com +1 646 809 2183
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