8-KMaterial Agreements

NIKE, Inc. 8-K Report, Material Agreement (Dec 21, 2007)

Filed December 21, 2007For Securities:NKE

Summary

NIKE, Inc. (NKE) has filed an 8-K report detailing a significant step in its acquisition of Umbro Plc. On December 21, 2007, NIKE's wholly-owned subsidiary, NIKE Vapor Ltd., purchased 19.9% of Umbro's outstanding equity shares from Sports Direct International plc for approximately $112 million. This transaction aligns with NIKE's previously announced offer to acquire all of Umbro's shares, with the per-share price matching the offer extended to all Umbro shareholders. The acquisition is still subject to Umbro shareholder approval, with a vote scheduled for January 31, 2008. This move by NIKE is a strategic effort to consolidate its position in the global sports apparel market, with Umbro representing a brand that complements NIKE's existing portfolio. Investors should monitor the upcoming shareholder vote as it will determine the completion of this acquisition. The commitment from Sports Direct to vote its remaining 10% stake in favor of the offer provides a strong indication of potential shareholder support.

Key Highlights

  • 1NIKE Vapor Ltd. acquired 19.9% of Umbro Plc's shares from Sports Direct International plc for approximately $112 million (56.4 million British pounds).
  • 2The transaction occurred on December 21, 2007, and was a privately negotiated deal.
  • 3The per-share purchase price matches the offer made to all Umbro shareholders, indicating a consistent acquisition strategy.
  • 4Sports Direct International plc retains a 10% stake in Umbro.
  • 5Sports Direct has provided an irrevocable undertaking to vote its remaining shares in favor of the Umbro acquisition offer.
  • 6The acquisition is contingent upon Umbro shareholder approval, with a vote scheduled for January 31, 2008.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement related to NIKE's acquisition of Umbro Plc. Specifically, it details the purchase of a significant stake in Umbro from Sports Direct International plc, which is a step towards NIKE's full acquisition of Umbro.

NIKE Vapor Ltd. paid approximately $112 million (56.4 million British pounds) for 19.9% of Umbro Plc's outstanding equity shares.

Sports Direct International plc was the seller of a 19.9% stake in Umbro and also holds an additional 10% stake. Crucially, Sports Direct has provided an irrevocable undertaking to vote its remaining shares in favor of NIKE's acquisition offer, which significantly increases the likelihood of the offer being approved by Umbro shareholders.

The acquisition is subject to Umbro shareholder approval. A vote on the offer is scheduled to take place on January 31, 2008. The completion of the acquisition depends on the outcome of this vote.