SC 14D9/A 1 eh210134553_sc14d9a3-wsg.htm AMENDMENT NO. 3

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)

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

*	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.

**	This CUSIP number applies to the issuer’s ADSs.

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

	Wanda Sports Group Company Limited

	By:	/s/ Hengming Yang
		Name: Hengming Yang
		Title: Chief Executive Officer