TaylorMade-adidas Golf Company to acquire Adams Golf

HERZOGENAURACH AND CARLSBAD, Calif. -- The adidas Group and Adams Golf, Inc. (NASDAQ: ADGF) has announced that the TaylorMade-adidas Golf business segment has entered into a definitive agreement to acquire all of the outstanding shares of Adams Golf for $10.80 per share in cash. The transaction value is approximately $70 million, which represents a premium of approximately 71 percent to the share price prior to Adams Golf's announcement that it was examining strategic alternatives on January 4, 2012.

The Board of Directors of Adams Golf has unanimously approved the transaction. Certain insiders, who include John M. Gregory, Joseph R. Gregory, SJ Strategic Investments LLC, B.H. (Barney) Adams, Russell L. Fleischer, Mark R. Mulvoy and Robert D. Rogers, collectively own approximately 35 percent of Adams Golf's outstanding shares and have agreed to vote their shares in favor of the transaction. The adidas Group plans to finance the acquisition with cash on hand or through existing credit lines. The transaction is subject to customary closing conditions and regulatory approvals as well as approval by Adams Golf shareholders. The transaction is expected to close mid-2012.

In connection with the transaction, Barclays is acting as financial advisor to the adidas Group, and Sheppard Mullin Richter & Hampton LLP is serving as legal counsel. Morgan Stanley is acting as financial advisor to Adams Golf and Haynes & Boone, LLP is serving as legal counsel.