Wanda Culture Holding SC TO-T/AThird party tender offer statement (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Wanda Sports Group Company Limited

(Name of Subject Company (Issuer))

Wanda Sports & Media (Hong Kong) Holding Co. Limited

an indirect, wholly-owned subsidiary of

Wanda Culture Holding Co. Ltd.

(Names of Filing Persons (offerors))

Class A Ordinary Shares, no par value*

(Title of Class of Securities)

93368R 101**

(CUSIP Number of Class of Securities)

Wanda Sports & Media (Hong Kong) Holding Co. Limited

Wanda Culture Holding Co. Ltd.

Room 1903, 19/F, Lee Garden One

33 Hysan Avenue, Causeway Bay, Hong Kong +86-10-8558-7385

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Mark S. Bergman, Esq.
Xiaoyu Greg Liu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center
5 Dongsanhuan Zhonglu
Chaoyang District, Beijing, 100020
People’s Republic of China
Tel: +86-10-5828-6300 Fax: +86-10-6530-9070/9080

CALCULATION OF FILING FEE

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, initially filed with the SEC on December 23, 2020 (together with any amendments thereto filed with the SEC, this “Schedule TO”) filed by Wanda Culture Holding Co. Ltd., a limited liability company incorporated under the laws of Hong Kong (“Parent”), and Wanda Sports & Media (Hong Kong) Holding Co. Limited, a limited liability company incorporated under the laws of Hong Kong and wholly-owned subsidiary of Parent (“Purchaser”).

This Schedule TO relates to the offer by Purchaser and Parent to purchase all the issued and outstanding class A ordinary shares of Wanda Sports Group Company Limited,  a company incorporated in Hong Kong (the “Company”), no par value (the “Class A Ordinary Shares”), including all Class A Ordinary Shares represented by American depositary shares (the “ADSs,” with every two ADSs representing three Class A Ordinary Shares), at a purchase price of $1.70 in cash per Class A Ordinary Share or $2.55 per ADS, without interest (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 23, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”), and the related Letters of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”). The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letters of Transmittal are hereby expressly incorporated by reference in response to all items of this Schedule TO.

This Amendment is being filed on behalf of Parent and Purchaser. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Offer to Purchase. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 1 through 9 and Item 11.

The Offer to Purchase and each of the Items 1 through 9 and Item 11 of the Schedule TO, to the extent Items 1 through 9 and Item 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph thereto:

“Following the expiration of the subsequent offering period on February 26, 2021, the Purchaser and the Depositary entered on March 31, 2021 into a share sale and purchase agreement for the acquisition by the Purchaser of 903,690 Class A Ordinary Shares held by the Depositary at a purchase price of $1.70 in cash per Class A Ordinary Share. The sale and purchase, which has been completed on April 9, 2021, constitutes a Depositary Sale and has reduced the number of holders of Class A Ordinary Shares to below 300.

As a result of the Depositary Sale and consummation of the Offer, the Company expects to file a Form 15 with the SEC to undertake the SEC Deregistration, meaning that Company will terminate the registration of the Class A Ordinary Shares under Section 12(g)(4) of the Exchange Act, suspend its reporting obligations under Section 15(d) of the Exchange Act and cease to make filings with the SEC and comply with the SEC’s other rules relating to public companies.”

SIGNATURES

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 April 9, 2021

[Signature Page – SCH TO-T/A]

EXHIBIT INDEX

___________________________

* Previously filed.