Birkenstock Announced Pricing of $756 Million Secondary Offering of Ordinary Shares

ACCESSWIRE 26-Jun-2024 8:07 PM

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 $54.00 per share. The Selling Shareholder has sole voting and dispositive power over 9,880,814 shares offered, and the Selling Shareholder and the executive officers and certain other employees of the BIRKENSTOCK Group have shared voting and dispositive power over 4,119,186 shares offered.

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