Amer Sports Corporation
STOCK EXCHANGE RELEASE
December 19, 2018 at 9:50 a.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Mascot Bidco Oy commences the voluntary recommended public cash tender offer for all the issued and outstanding shares in Amer Sports Corporation on December 20, 2018
As announced on December 7, 2018, Mascot Bidco Oy (the “Offeror“) and Amer Sports Corporation (“Amer Sports“) have, together with Mascot JVCo (Cayman) Limited and members of an Investor Consortium (as defined below) including ANTA Sports Products Limited (“ANTA Sports“), FV Mascot JV, L.P. (an investment vehicle managed by FountainVest Partners) (“FV Fund“) and Anamered Investments Inc (an investment vehicle owned by Mr. Chip Wilson) (“Anamered Investments“), on December 7, 2018 entered into a combination agreement (the “Combination Agreement“) under which the Offeror undertook to make a voluntary recommended public cash tender offer (the “Tender Offer“) to purchase all of the issued and outstanding shares in Amer Sports, but excluding any shares of Amer Sports which are held by Amer Sports or its subsidiaries. ANTA Sports, FV Fund, Anamered Investments and Tencent Holdings Limited (which will invest through Mount Jiuhua Investment Limited as a limited partner in FV Fund) together form the investor consortium (the “Investor Consortium“).
Pursuant to the release of the Offeror published today, the Finnish Financial Supervisory Authority has on December 19, 2018 approved the tender offer document relating to the Tender Offer (the “Tender Offer Document“). Pursuant to the release of the Offeror published today, the acceptance period for the Tender Offer (the “Offer Period“) will commence on December 20, 2018 at 9:30 a.m. (Finnish time) and expire on February 28, 2019 at 4:00 p.m. (Finnish time). The Offeror reserves the right to extend the Offer Period in accordance with the terms and conditions of the Tender Offer.
Pursuant to the release of the Offeror published today, the Tender Offer Document will be available in Finnish from December 20, 2018 onwards at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland. An electronic version of the Tender Offer Document will be available in Finnish from December 20, 2018 onwards online at http://ir.anta.com/en/news_amer.php, www.amersports.com/sijoittajat/ostotarjous and www.nordea.fi/osakkeet, and in English from December 20, 2018 onwards online at http://ir.anta.com/en/news_amer.php, www.amersports.com/investors/tender-offer and www.nordea.fi/equities.
The release of the Offeror referred to above, including also the terms and conditions of the Tender Offer, is attached in its entirety as Appendix 1 to this stock exchange release.
Amer Sports Corporation
Further information, please contact:
Samppa Seppälä, Head of Corporate Communications and IR
Tel. +358 50 568 0533
Amer Sports (www.amersports.com) is a sporting goods company with internationally recognized brands including Salomon, Arc’teryx, Peak Performance, Atomic, Mavic, Suunto, Wilson and Precor. The company’s technically advanced sports equipment, footwear, and apparel improve performance and increase the enjoyment of sports and outdoor activities. The Group’s business is balanced by its broad portfolio of sports and products and a presence in all major markets. Amer Sports shares are listed on the Nasdaq Helsinki stock exchange (AMEAS).
Information for U.S. Shareholders
The Tender Offer is being made for the securities of Amer Sports, a public limited liability company incorporated under Finnish law, and is subject to Finnish disclosure and procedural requirements, which are different from those of the United States of America. The Tender Offer will be made in the United States of America in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act“), and the applicable rules and regulations promulgated thereunder, including Regulation 14E (subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.
To the extent permissible under applicable laws and regulations, including Rule 14e-5 under the Exchange Act, and in accordance with normal Finnish practice, the Offeror and its affiliates or its broker and its broker’s affiliates (acting as agents or on behalf of the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release, and other than pursuant to the Tender Offer, directly or indirectly purchase, or arrange to purchase shares of Amer Sports or any securities that are convertible into, exchangeable for or exercisable for shares of Amer Sports. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In no event will any such purchases be made for a price per share that is greater than the price offered in the Tender Offer. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Amer Sports of such information. No purchases will be made outside of the Tender Offer in the United States of America by or on behalf of the Offeror or its affiliates. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Amer Sports, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Amer Sports shares may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Amer Sports shares is urged to consult his independent professional advisor regarding the tax consequences of accepting the Tender Offer.
Neither the U.S. Securities and Exchange Commission nor any securities commission of any state of the United States has (a) approved or disapproved the Tender Offer, (b) passed upon the merits or fairness of the Tender Offer, or (c) passed upon the adequacy or accuracy of the disclosure in this stock exchange release. Any representation to the contrary is a criminal offence in the United States.
American depositary shares and American depositary receipts
Amer Sports has in place an ADR program in respect of its shares. The Tender Offer will not be made for the ADSs, nor for the ADRs. However, the Tender Offer will be made for the shares underlying the ADSs. Holders of ADSs and ADRs are encouraged to consult with the appropriate depositary regarding the tender of shares that are represented by ADSs.
Holders of ADSs may present their ADSs to the depositary bank for cancellation and (upon compliance with the terms of the deposit agreement relating to the ADR program concerning the shares, including payment of the depositary’s fees and any applicable transfer fees, taxes and governmental charges) delivery of the underlying shares to them. The Tender Offer may then be accepted in accordance with its terms for such shares delivered to holders of ADSs upon such cancellation. Holders of ADSs should adhere to the timelines that may be imposed on their cancellation of the ADSs in order to be able to tender the underlying shares into the Tender Offer.
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE TENDER OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
Goldman Sachs International, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amer Sports and no one else in connection with the Tender Offer and the matters set out in this announcement, and will not be responsible to anyone other than Amer Sports for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.