The firm is representing adidas-Salomon AG in connection with its acquisition of Reebok International Ltd. In the merger (valued at approximately $3.8 billion), Reebok stockholders will receive $59.00 per share in cash, and following the transaction, Reebok will become a wholly-owned subsidiary of adidas-Salomon AG. In connection with the merger, Paul Fireman, the Reebok CEO, and his wife have entered into a stockholders agreement with adidas-Salomon AG agreeing, among other matters, to vote their approximately 17% share of Reebok's outstanding common stock in favor of the merger. The transaction is subject to customary closing conditions and regulatory approvals as well as approval by the Reebok stockholders. The companies believe that the transaction will close in the first half of 2006.
adidas-Salomon AG is based in Herzogenaurach, Germany, and is the second largest sporting goods company in the world with its core brands adidas and Taylor-Made-adidas Golf. Reebok International Ltd. is headquartered in Canton, Massachusetts, and is a leading worldwide designer, marketer and distributer of sports, fitness and casual footwear, apparel and equipment under the Reebok, Rockport, CCM, Jofa, Koho and Greg Norman brands.
The Simpson Thacher team includes Casey Cogut, Bill Dougherty, Katie Sudol, Shalini Aggarwal, Daniel Lee and Marc Messerli (corporate), Kevin Arquit, David Vann, Aimee Goldstein, Michael Naughton, Ketan Jhaveri, Tim Cornell, Reynelle Brown and Jonathan Parker (antitrust), Steve Todrys and Noah Beck (tax), Ken Edgar, Frances Adkins and Aimee Adler (executive compensation and employee benefits), Robyn Rahbar and Kirstie Howard (intellectual property), Gavin Loughlin and Erwin Dweck (real estate), Michael Isby (environmental), Scott Dyer and Rebecca Clar (labor), Seojung Park, Jenny Marsh, Xavier Kowalski, Robin Nunn and Alan Kluegel (summer associates) and Scott Cross (paralegal).