Peloton Interactive, Inc. (NasdaqGS:PTON) entered into a Stock and Asset Purchase Agreement to acquire Amer Sports Financial Services Oy, ASP Fitness Limited and Precor Incorporated (Precor Group) from Amer Sports Corporation for $430 million on December 21, 2020. The purchase price is subject to customary adjustments for working capital, transaction expenses, cash and indebtedness. Subject to the completion of the transaction, Precor Incorporated will operate as a business unit within Peloton Interactive, Inc. The Precor Incorporated United States facilities will join Peloton Interactive, Inc. existing manufacturing network with its third-party manufacturers and the Tonic facilities based in Taiwan. Upon Completion, the Precor Assets will be owned as to 100% by Peloton Interactive and the Precor Group will cease to be subsidiaries of the Group from listing rules perspective and will cease to be subsidiaries of AS Holding. Precor Incorporated President Rob Barker will become Chief Executive Officer, Precor Incorporated and General Manager, Peloton Interactive, Inc. commercial, reporting to William Lynch, Peloton Interactive, Inc. President. The acquisition would add a team of nearly 100 dedicated research and development employees to Peloton Interactive, Inc. accomplished R&D team. As of October 31, 2020, the net asset value of Precor group and carrying value of Precor intellectual Property is $312 million. The unaudited net profit before and after tax of the Precor Group for year ended 2019 is $6.5 million and $6.3 million respectively. The transaction is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The agreement is expected to occur in early calendar year 2021. The net proceeds to be received will be for general corporate purposes including but not limited to working capital and / or debt repayment pursuant to existing financing arrangements.
Ethan Skerry, Matthew Cantor, Helen Christakos, Ralph Pais, Joseph Schenck, Mark Jansen, Mark Ostrau, Ashley Walter and William Skinner of Fenwick & West LLP acted as legal advisors to Peloton Interactive, Inc. Citigroup Inc. acted as sole financial advisor and Maggie Flores, Jon Davis, Daniel Dusek, Daisy Darvall, Jeff Ekeberg, Ian John, Jeff Ayer and Nicholas Norris of Kirkland & Ellis LLP acted as their legal advisors to Amer Sports Corporation and its investor consortium ANTA Sports (HKG:2020.HK), FountainVest Partners, Anamered Investments Inc. and Tencent Holdings Limited.