Birkenstock Announced Pricing of $756 Million Secondary Offering of Ordinary Shares
Birkenstock Holding announced the pricing of a $756 million secondary offering comprising 14,000,000 ordinary shares at $54.00 per share. The shares are being sold by BK LC Lux MidCo S.à r.l., affiliated with L Catterton, not by Birkenstock itself. The Selling Shareholder has given underwriters a 30-day option to buy an additional 2,100,000 shares. The offering's closing is expected on June 28, 2024, subject to customary conditions. Goldman Sachs and J.P. Morgan are leading the offering, with other major financial institutions participating. Birkenstock will not receive any proceeds from this sale.
- None.
- Birkenstock will not receive any proceeds from the sale.
- Potential dilution risk with the option to purchase additional shares.
Birkenstock's Secondary Offering is a significant financial event for the company. However, it's important to note that Birkenstock itself is not selling any shares and will not receive any proceeds from this offering. All the shares are being sold by the existing shareholder, BK LC Lux MidCo S.à r.l., which is affiliated with L Catterton. This implies that the primary intent behind this offering is to provide liquidity to the existing shareholders rather than to raise capital for new business ventures.
From a shareholder perspective, this offering might signal a vote of confidence or a strategic exit by the private equity firm, L Catterton. Investors should analyze whether L Catterton's decision to offload shares is driven by valuation reasons or strategic repositioning. The share price of $54.00 represents a valuation that should be compared with the current trading price to assess its attractiveness.
In the short-term, the market might react to the increased supply of shares, potentially leading to some downward pressure on the stock price. However, the involvement of prestigious underwriters like Goldman Sachs and J.P. Morgan might assure investors of the offering's quality and may help in stabilizing the stock price post-offering.
The timing and pricing of Birkenstock's secondary offering provide insights into market conditions and investor sentiment. With a
Given Birkenstock's global presence and brand equity, the offering’s success could enhance market perception and attract more retail and institutional investors in the long run. However, it's important for investors to keep an eye on how the market absorbs these additional shares and whether it triggers any significant selling pressure.
Investors should also consider the potential impact on stock volatility due to this increased liquidity and monitor for any changes in trading volumes which might provide further insights into market dynamics post-offering.
The secondary offering's procedural aspects are noteworthy, especially the filing of a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (SEC) which has been declared effective. This ensures compliance with U.S. securities laws and provides transparency to investors.
Additionally, the offering is being conducted exclusively via a prospectus, emphasizing the importance of proper legal documentation and disclosure. This guarantees that potential investors have access to important information regarding the offering and the company’s financial health, which is important for informed decision-making.
The involvement of multiple lead book-running managers and co-managers highlights a robust underwriting structure, which not only helps in better pricing and distribution of shares but also instills trust in the offering’s legitimacy and compliance.
LONDON, UK / ACCESSWIRE / June 26, 2024 / Birkenstock Holding plc ("BIRKENSTOCK" or "we") (NYSE:BIRK) announced today the pricing of an underwritten secondary public offering of 14,000,000 of its ordinary shares (the "Ordinary Shares") by BK LC Lux MidCo S.à r.l. ("MidCo"), an entity affiliated with L Catterton (the "Selling Shareholder"), at a price to the public of
In connection with the offering, the Selling Shareholder has granted the underwriters a 30-day option to purchase up to 2,100,000 additional Ordinary Shares. BIRKENSTOCK is not selling any Ordinary Shares in the offering and will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholder.
The closing of the offering is expected to occur on June 28, 2024, subject to customary closing conditions.
Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint lead book-running managers for the proposed offering. BofA Securities, Citigroup, Evercore ISI, Jefferies, Morgan Stanley, UBS Investment Bank, BMO Capital Markets, BNP PARIBAS and HSBC are acting as bookrunners for the proposed offering, and Baird, Deutsche Bank Securities, Stifel, William Blair, Williams Trading, Telsey Advisory Group, Academy Securities, Independence Point Securities and Loop Capital Markets are acting as co-managers for the proposed offering.
A registration statement on Form F-1 relating to the offering has been filed with the U.S. Securities and Exchange Commission and was declared effective on June 26, 2024. The offering is being made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained, when available, from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, via telephone: (866) 471¬2526, or via email: prospectus-ny@ny.email.gs.com; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This press release shall also not be considered an offer of securities in any member state (each, a "Member State") of the European Economic Area ("EEA"). This press release does not constitute a "prospectus" within the meaning of Regulation (EU) 2017/1129 (as amended and any relevant national implementing measure, the "Prospectus Regulation"). In the EEA, any potential offer of securities would only be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Member State, from the requirement to publish a prospectus for offers of securities.
ABOUT BIRKENSTOCK
Birkenstock Holding plc is the ultimate parent Company of Birkenstock Group B.V. & Co. KG and its subsidiaries (the "Birkenstock Group"). BIRKENSTOCK is a global brand which embraces all consumers regardless of geography, gender, age and income and which is committed to a clear purpose - encouraging proper foot health. Deeply rooted in studies of the biomechanics of the human foot and backed by a family tradition of shoemaking that can be traced back to 1774, BIRKENSTOCK is a timeless «super brand» with a brand universe that transcends product categories and ranges from entry-level to luxury price points while addressing the growing need for a conscious and active lifestyle. Function, quality and tradition are the core values of the Zeitgeist brand which features products in the footwear, sleep systems and natural cosmetics categories. BIRKENSTOCK is the inventor of the footbed and has shaped the principle of walking as intended by nature ("Naturgewolltes Gehen").
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute "forward-looking" statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to our current expectations and views of future events, including our current expectations and views with respect to, among other things, the proposed offering of Ordinary Shares. Forward-looking statements include all statements that do not relate to matters of historical fact. In some cases, you can identify these forward-looking statements by the use of words such as "anticipate," "believe," "could," "expect," "should," "plan," "intend," "estimate" and "potential," "aim," "anticipate," "assume," "continue," "could," "expect," "forecast," "guidance," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would" or similar words or phrases, or the negatives of those words or phrases. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward- looking statements. Our actual results could differ materially from those expected in our forward-looking statements for many reasons, including the factors described in the sections titled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" in our Annual Report on Form 20-F filed with the Securities and Exchange Commission on January 18, 2024 as updated by our reports on Form 6-K that update, supplement or supersede such information. Any forward-looking statement made by us in this press release speaks only as of the date of this press release and is expressly qualified in its entirety by the cautionary statements included in this press release. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.
INVESTOR & MEDIA CONTACT
Birkenstock Holding plc
ir@birkenstock-holding.com
SOURCE: Birkenstock Holding plc
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