PPR Acquires a Controlling Stake in PUMA and Announces the Launch of a Friendly Takeover Offer

    PARIS, France, April 10 /PRNewswire-FirstCall/ -- PPR announces today
 that it has entered, through its subsidiary SAPARDIS, into an agreement
 with Mayfair Beteiligungsfondsgesellschaft I mbH to acquire its 27.1% stake
 in PUMA for EUR330 per share in cash excluding the 2006 dividend of EUR2.5
 per share, implying a total consideration of EUR1.4 billion. Following this
 acquisition, PPR intends to launch a friendly takeover offer in cash on the
 remaining outstanding PUMA shares at the same price of EUR330 per share.
 The offer price values PUMA at EUR5.3bn (equity value), implying a 24%
 premium on the undisturbed one-month weighted average share price (as of
 April 3rd).
     The Management Board of PUMA fully supports this friendly transaction
 and intends to recommend the offer after reviewing the offer document.
     Highlights
     - PUMA is a leading global sportlifestyle company with EUR2.4bn sales
 and a world-class management
     - PPR's portfolio of leading premium consumer and luxury brands creates
 a unique environment for PUMA's development
     - Consistent with PPR's strategy to strengthen its portfolio with
 higher growth and higher margin businesses
     - An opportunity for PUMA to access PPR's core skills and group
 resources to support its development
     - PPR has agreed to acquire Mayfair's 27.1% stake in PUMA for EUR330
 per share
     - Agreed cash tender offer for remaining shares at same price, implying
 a 24% premium over one-month average undisturbed share price
     - Friendly offer with full support by PUMA's Management Board
     Commenting on the transaction, Francois-Henri Pinault, Chairman and CEO
 of PPR, said: "I am delighted to have reached an agreement with Mayfair
 supported by PUMA which creates the basis for a combined future for our two
 Groups. This friendly transaction represents an exciting development for
 PPR and a milestone in our strategy of profitable growth. I am confident
 that PPR is the ideal partner to support PUMA in its current development
 phase to become a global iconic sportlifestyle company."
     Jochen Zeitz, Chairman and CEO of PUMA AG, said: "As we continue the
 execution of our Phase IV strategy, we are convinced that PPR's proposal is
 a unique opportunity to get additional long term support to achieve our
 global targets and our mission to become the most desirable sportlifestyle
 company in the world. My colleagues and I have carefully considered this
 proposal by PPR and subject to review of the offer document we will
 recommend it to our shareholders. We strongly believe that this friendly
 transaction is in the best interests of the company and that the offer
 price is fair to all PUMA shareholders."
     Transaction Benefits
     PPR's strategy is based on achieving superior growth through a focus on
 international expansion, global brands and retail operations. The ambition
 is to strengthen PPR's portfolio with higher growth and higher margin
 businesses and the PUMA transaction is entirely consistent with these
 strategic priorities.
     PUMA is a leading company in the sportlifestyle market with a strong
 international presence and an attractive financial profile. The PUMA brand
 is product driven, consumer focused with a high global recognition, and
 therefore fits perfectly within PPR's global brand portfolio. PUMA's
 historical performance has been driven by a highly-skilled management and
 PPR believes that this team will find additional resources within the PPR
 group and in particular to:
     - Enhance multi-channel route-to-market and international roll-out
     - Access PPR's in-house design and sourcing skills to expand high end
 product lines
     - Enhance operational and financial performance throughout PUMA's
 activities and regions, benefiting from sharing best practice
     - Benefit from PPR's experience in managing multiple brands while
 maximizing the value of each individual brand
     Offer details
     PPR has signed an agreement with Mayfair for the acquisition of its
 27.1% stake in PUMA, for EUR330 per share in cash excluding the 2006
 dividend of EUR2.5 per share (to be paid on April 12), implying a total
 consideration of EUR5.3 billion (assuming 100% acceptance).
     Following the acquisition of Mayfair's stake, PPR intends to launch an
 agreed takeover offer in cash on the remaining outstanding PUMA shares at
 the same price of EUR330 per share. This price represents:
     - A strong premium on the one-month undisturbed weighted average share
 price (April 3, 2007) of 24%
     - An enterprise value of EUR4.9 billion implying a 2006 EV/EBITDA
 multiple of 12.2x and a 2006 EV/EBIT multiple of 13.4x.
     The transaction will have positive financial impacts on PPR including
 enhanced sales growth, profitability and EPS accretion.
     The PUMA Management Board has indicated its unanimous support to the
 proposed offer. It intends to confirm its support following review and
 examination of the offer document in accordance with German takeover laws.
     The transaction (block acquisition and takeover offer) will be 100%
 cash financed through existing and new debt facilities. Following the
 acquisition, PPR estimates the pro forma 2007e net debt / EBITDA ratio will
 be 3.5x (assuming 100% acceptance) and its financial discipline will allow
 the company to maintain its investment grade rating.
     Timetable
     In accordance with German takeover laws, PPR has published a statutory
 announcement of a voluntary public takeover offer and intends to issue the
 offer document describing the details of the offer to PUMA's shareholders,
 following approval by the German regulator Bundesanstalt fur
 Finanzdienstleistungsaufsicht (BaFin) which is expected in May. PUMA
 shareholders will then be able to tender their shares for a period of five
 weeks. PPR anticipates to complete the offer in early July.
     The transaction is subject to EU antitrust clearance and other
 customary conditions and regulatory approvals expected by beginning of
 June. It is expected that upon EU clearance, three members of the PUMA
 Supervisory Board will be succeeded by three representatives of PPR.
     PPR is being advised by Goldman Sachs, Rothschild & Cie and Freshfields
 Bruckhaus Deringer on this transaction.
     About PPR
     PPR is a global player in Retail and Luxury Goods, with approximately
 78,000 employees in 75 countries. Through its Retail businesses Redcats
 Group, Fnac, Conforama and CFAO, and the Luxury brands of Gucci Group
 (Gucci, Bottega Veneta, Yves Saint Laurent, YSL Beaute, Balenciaga,
 Boucheron, Sergio Rossi, BEDAT & CO, Alexander McQueen and Stella
 McCartney), PPR generated sales of EUR 17.9 billion in 2006. PPR shares are
 listed on Euronext Paris (# 121485, PRTP.PA, PPFP). For more information:
 www.ppr.com
     About PUMA
     PUMA(R) is the global Sportlifestyle company that successfully fuses
 influences from sport, lifestyle and fashion. PUMA`s unique industry
 perspective delivers the unexpected in Sportlifestyle Footwear, Apparel and
 Accessories, through technical innovation and revolutionary design.
 Established in Herzogenaurach, Germany in 1948, PUMA distributes products
 in over 80 countries. PUMA employs 7,800 employees. Its revenue for the
 fiscal year 2006 amounted to EUR 2.4 billion. For further information
 please visit www.puma.com
     Disclaimer
     Not for release, publication or distribution in or into or from Canada,
 Australia or Japan. This announcement does not constitute an offer to sell
 or the solicitation of an offer to buy any securities; future offers to
 sell or exchange securities will only be made in certain jurisdictions and
 only following approval by the relevant regulators. Notice to US investors:
 the intended takeover offer will be made for the securities of a German
 company and is subject to German requirements for the implementation of
 such takeover offer, which are different from those of the United States.
 PPR and its nominees or brokers (acting as agents) may from time to time
 acquire, or make arrangements to acquire, PUMA Shares other than pursuant
 to the takeover offer in the open market or in privately negotiated
 purchases outside the United States during the period in which the takeover
 offer remains open for acceptance.
     Notice to US investors The intended takeover offer will be made for the
 securities of a German company and is subject to German requirements for
 the implementation of such takeover offer, which are different from those
 of the United States. PPR and its nominees or brokers (acting as agents)
 may from time to time acquire, or make arrangements to acquire, PUMA Shares
 other than pursuant to the takeover offer in the open market or in
 privately negotiated purchases outside the United States during the period
 in which the takeover offer remains open for acceptance.
     Note regarding forward-looking statements
     The information in this document may contain "forward-looking
 statements." Forward-looking statements may be identified by words such as
 "expects", "anticipates", "intends", "plans", "believes", "seeks",
 "estimates", "will" or words of similar meaning and include, but are not
 limited to, statements about the expected future business of PUMA AG and of
 PPR SA resulting from the proposed transaction.
     These statements are based on the current expectations of management of
 PUMA AG and of PPR SA, and are inherently subject to uncertainties and
 changes in circumstances. Among the factors that could cause actual results
 to differ materially from those described in the forward-looking statements
 are factors relating to satisfaction of the conditions to the proposed
 transaction, and changes in global, political, economic, business,
 competitive, market and regulatory forces. PPR SA and PUMA AG do not
 undertake any obligation to update the forward-looking statements to
 reflect actual results, or any change in events, conditions, assumptions or
 other factors.
     1. ANALYSTS AND INVESTORS CONFERENCE
     Date: Tuesday, April 10, 2007
     Time: 10:30am CET
     Location: Pavillon Gabriel (5 Avenue Gabriel - 75008 - Paris)
     To listen to analysts' and investors' conference, please see the
 following dial-in numbers:
     - French version (live):      - French version (replay):
     +33-(0)-1-70-99-42-70         France: +33-(0)1-71-23-02-48
                                   UK: +44-(0)20-7806-1970
                                   USA: +1-718-354-1112
                                   Dial-in: 4168095#
 
     - English version (live):     - English version (replay):
     Germany: +49-(0)69-9897-2630  France: +33-(0)1-71-23-02-48
     UK: +44-(0)20-7138-0820       UK: +44-(0)20-7806-1970
     USA: +1-718-354-1171          USA: +1-718-354-1112
                                   Dial-in: 2149279#
     No person located in Canada, Australia or Japan may participate in the
 call via the dial-in numbers or view the broadcast (except pursuant to
 certain exceptions); measures will be taken in order to prevent such
 participation.
     A live videocast (Real and Windows Media Player formats) as well as the
 presentation slides (PDF) will be available from 10:30am CET at
 www.ppr.com. A replay will be available later in the day.
     You will also have the opportunity to podcast the presentation at
 www.ppr.com later in the day.
     2. JOINT PRESS CONFERENCE - PPR AND PUMA
     Date: Thursday, April 12, 2007
     Time: 10:30am CET
     Location: PUMA Brand Center (Sigmundstrasse 220-222 - 90431 Nurnberg)
     Website: www.ppr.com
 
 

SOURCE PPR