Wanda Sports (WSG) SC TO-T/AThird party tender offer statement (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

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. 3 (this “Amendment”) further 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:

“The subsequent offering period expired as scheduled at 5:00 p.m., New York City time, on February 26, 2021. The Tender Agent 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. The press release announcing the expiration and results of the subsequent offering period is attached hereto as Exhibit (a)(5)(iv).”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

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 March 1, 2021

EXHIBIT INDEX

* Previously filed.