Wanda Culture Holding SC 13E3Going private transaction

This transaction statement on Schedule 13E-3 (this “Statement”) is being filed with the SEC pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (i) Wanda Sports Group Company Limited, a listed company incorporated in Hong Kong SAR, People’s Republic of China (the “Company”), with Class A Ordinary Shares (as defined below) (including Class A Ordinary Shares represented by ADSs, as defined below) that are the subject of the Rule 13e-3 transaction described below; (ii) Purchaser (as defined below); and (iii) Parent (as defined below).

The information contained in the Offer to Purchase, as well as the tender offer statement on Schedule TO filed by Purchaser and Parent with the SEC on December 23, 2020 (as amended or supplemented from time to time, the “Schedule TO”) and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 23, 2020 (as amended or supplemented from time to time, the “Schedule 14D-9”) is incorporated by reference herein and, except as described below, the responses to each item in this Statement are qualified in their entirety by the information contained in the Offer to Purchase, the Schedule TO and the Schedule 14D-9. The cross references identified herein are being supplied pursuant to General Instruction G to Schedule 13E-3 and indicate the location in the Offer to Purchase, the Schedule TO and Schedule 14D-9 of the information required to be included in response to the respective Items of this Statement.

Any information contained in the documents incorporated herein by reference shall be deemed modified or superseded for purposes of this Statement to the extent that any information contained herein modifies or supersedes such information. All information contained in, or incorporated by reference into, this Statement concerning each Filing Person has been supplied by such Filing Person.

The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information – (a) Name and Address” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information – (b) Securities” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Offer – Section 6. Price Range of ADSs; Dividends” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Offer – Section 6. Price Range of ADSs; Dividends” is incorporated herein by reference.

The Company conducted a public offering (the “IPO”) of 23,800,000 ADSs representing 35,700,000 Class A Ordinary Shares, at an initial offering price of US$8.00 per ADS, the registration statement for which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 26, 2019. The Company received proceeds of approximately US$179.4 million from the offering of new Class A Ordinary Shares after deducting underwriting commissions.

The information set forth in “Special Factors—Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares” and “Schedule B – Security Ownership of Certain Beneficial Owners and Management” of the Offer to Purchase is incorporated herein by reference.

The following shares were issued to the Company’s affiliates following the IPO:

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference: “The Offer – Section 7. Certain Information Concerning the Company,” “The Offer – Section 8. Certain Information Concerning Purchaser” and “Schedule A. Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser.”

The Company is both a filing person and the subject company.

The Company is a leading global sports events, media and marketing platform with a mission to unite people in sports and enable athletes and fans to live their passions and dreams. Through its businesses, Infront and Wanda Sports China, the Company has significant intellectual property rights, long-term relationships and broad execution capabilities, enabling it to deliver inspiring sports event experiences, creating access to engaging content and building inclusive communities. The Company’s full-service platform creates value for its partners and clients as well as other stakeholders in the sports ecosystem, from rights owners, to brands and advertisers, and to fans and athletes.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person – (a) Name and Address,” “Item 2. Identity and Background of Filing Person – (b)-(c) Business and Background of the Company’s Directors and Executive Officers” and in “Annex A – Directors and Executive Officers” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference: “The Offer – Section 7. Certain Information Concerning the Company,” “The Offer – Section 8. Certain Information Concerning Purchaser” and “Schedule A. Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser.”

The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person – (d) Tender Offer and the Transaction” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – Section 6. Effects of the Offer,” “The Offer – Section 1. Terms of the Offer,” “The Offer – Section 2. Acceptance for Payment and Payment for Shares,” “The Offer – Section 3. Procedures for Accepting the Offer and Tendering Shares,” “The Offer – Section 4. Withdrawal Rights” and “The Offer – Section 5. Certain United States Federal Income Tax Consequences” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person – (d) Tender Offer and the Transaction,” “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” and “Item 8. Additional Information – Shareholder Approval of the Share Consolidation” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions,” “Special Factors –Section 6. Effects of the Offer,” “Special Factors – Section 8. Summary of the Second Step Options,” “The Offer – Section 5. Certain United States Federal Income Tax Consequences,” “The Offer – Section 9. Appraisal Rights; Rule 13e-3 – Appraisal Rights” and “The Offer – Section 13. Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the “Special Factors – Section 1. Background,” “Special Factors - Section 8. Summary of the Second Step Options,” “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions,” and “Special Factors – Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares,” and in “Schedule B – Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information – Appraisal Rights” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “Special Factors – Section 9. Appraisal Rights; Rule 13e-3 – Appraisal Rights” and “Schedule C – Companies Ordinance” is incorporated herein by reference.

The Company has not made any provision in connection with the transaction to grant unaffiliated security holders access to its corporate files or to obtain counsel or appraisal services at its expense.

Not applicable.

The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the “Special Factors – Section 1. Background,” “Special Factors - Section 8. Summary of the Second Step Options,” “Special Factors – Section 10. Related Party Transactions,” “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions,” “Special Factors – Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares” and in “Schedule B – Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Introduction,” “Special Factors – Section 1. Background,” “Special Factors - Section 8. Summary of the Second Step Options” and in “Schedule B – Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings Item 2. Identity and Background of Filing Person – (d) Tender Offer and the Transaction” and “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Introduction,” “Special Factors – Section 1. Background,” “Special Factors – Section 8. Summary of the Second Step Options,”  “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions” and “Special Factors – Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions,” “Special Factors – Section 6. Effects of the Offer” “Special Factors – Section 8. Summary of the Second Step Options” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 7. Purposes of the Transaction and Plan or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions,” “Special Factors – Section 6. Effects of the Offer,” “Special Factors – Section 8. Summary of the Second Step Options” and “The Offer – Section 12. Possible Effects of the Offer on the Market for ADSs; Nasdaq Listing; Exchange Act Registration; Deposit Agreement Termination; Margin Regulations”  is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” and “Item 7. Purposes of the Transaction and Plan or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – 1. Background” and “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors – 1. Background” and “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings  “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors – Section 1. Background” and “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions,” “Item 5. Persons/Assets Retained, Employed, Compensated or Used” and “Item 8. Additional Information” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 4. The Recommendation by the Independent Board Committee and the Board,” and “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Opinion of the Independent Board Committee’s Financial Advisor,” “Item 4. The Solicitation or Recommendation – Certain Prospective Financial Information,” and in “Annex B – Opinion of the Independent Board Committee’s Financial Advisor” and the information set forth in Exhibit (c)(1) attached hereto is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 3. Certain Financial Projections,” “Special Factors – Section 4. The Recommendation by the Independent Board Committee and the Board,” and “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person - Tender Offer and the Transaction” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” and “Item 8 Additional Information – Shareholder Approval of the Share Consolidation” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions,” “Special Factors – Section 6. Effects of the Offer,” “The Offer – Section 9. Appraisal Rights; Rule 13e-3 – Appraisal Rights,” and “The Offer – Section 13. Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 1. Background,” “Special Factors – Section 4. The Recommendation by the Independent Board Committee and the Board,” “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions,” and “The Offer – Section 7. Certain Information Concerning the Company” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Recommendations of the Independent Board Committee and the Board of Directors,” “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.

Not applicable.

The information set forth in the Schedule 14D-9 under the headings “Annex B – Opinion of the Independent Board Committee’s Financial Advisor” and under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions,” “Item 4. The Solicitation

or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Certain Prospective Financial Information,” “Item 5. Persons/Assets Retained, Employed, Compensated or Used” and the information set forth in Exhibit (c)(1) attached hereto is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors – Section 1. Background,” “Special Factors – Section 3. Certain Financial Projections” and “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions” is incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at the Company’s principal executive offices located at  9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, People's Republic of China, during regular business hours, by any interested shareholder of the Company or a representative of such interested shareholder who has been so designated in writing by such interested shareholder and at the expense of the requesting security holder.

The information set forth in the Offer to Purchase under the headings “The Offer – Section 9. Source and Amount of Funds” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Offer – Section 14. Fees and Expenses” is incorporated herein by reference.

Not applicable.

The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings  “Schedule B – Security Ownership Of Certain Beneficial Owners and Management” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements – Arrangements with the Company’s Directors and Executive Officers” and “Item 6. Interest in Securities of the Subject Company” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Schedule B – Security Ownership Of Certain Beneficial Owners and Management” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation – Intent to Tender” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings  “Item 4. The Solicitation or Recommendation – Recommendations of the Independent Board Committee and the Board of Directors” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Schedule B – Security Ownership Of Certain Beneficial Owners and Management” is incorporated herein by reference.

The consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2018 and December 31, 2019 are incorporated herein by reference to Item 18 of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on May 22, 2020.

The information set forth in the Offer to Purchase under the heading “The Offer – Section 7. Certain Information Concerning the Company – Financial Information” is incorporated herein by reference.

Not applicable.

The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “The Offer – Section 14. Fees and Expenses” with respect to the persons employed or retained by Parent is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors – Section 3. Certain Financial Projections” is incorporated herein by reference.