Amer's ownership in Suunto rises to 98,7 percent
1999-12-01, 14:30
Amer Group's offer to Suunto Oyj's shareholders and holders of warrants has been accepted by the shareholders in Suunto representing 72.4% of the shares and votes in Suunto by 30 November 1999.
Prior to public offer Amer Group owned 1,432,700 Suunto's shares, representing 26.3% of the company's shares and voting rights. After the completion of the public offer Amer will own 98.7% of the Suunto's shares and voting rights.
The settlement and payment of Suunto shares and warrants to the shareholders and warrant holders of Suunto, respectively, is expected to take place by 9 December 1999 according to the terms and conditions of the public offer.
Amer is now obliged under Chapter 6, Section 6 of the Securities Markets Act to redeem the remaining shares as Amer's portion of ownership, calculated pursuant to the aforesaid section of the Securities Markets Act, has exceeded two-thirds of the voting powers. The terms and conditions of the redemption procedure are attached to this announcement.
The redemption price will be EUR 11,50 for each share, the same as Amer's public offer. The redemption offer period will commence on 10 December 1999 and expire on 10 January 2000. Amer has retained Conventum Securities Limited to carry out the redemption offer and the sale and purchase of shares thereunder.
As Amer holds more than 90% of the Suunto's shares and the votes attached thereto, Amer has, in addition to the redemption duty pursuant to the Securities Market Act, the right to redeem the shares held by other shareholders pursuant to Chapter 14, Section 19 of the Companies Act.
ATTACHMENT
1 December 1999
TERMS AND CONDITIONS OF THE REDEMPTION OFFER
The Object of the Offer
Amer Group Plc offers to redeem all shares of Suunto Oyj excluding those belonging to Amer. Amer offers to redeem the warrants in respect of Suunto's warrant programs of 1995 and 1998 subject to the terms and conditions of the respective warrant programs and this Redemption Offer.
Registered share capital of Suunto is FIM 27,285,000 and it is divided into 5,451,600 shares each of a nominal value of FIM 5.00. Suunto has one series of shares.
Redemption Price and How It Is Determined
The redemption price for each share of Suunto is EUR 11.50.
The redemption price for each warrant equals the offer price less the subscription price per share pursuant to the terms and conditions of the respective warrant program. The warrants linked to the warrant program issued in 1995 can be used to subscribe the shares of Suunto for FIM 32.70 (EUR 5.50) per share. The offer price for each warrant that gives a right to subscribe one share of Suunto is EUR 6.00. The warrants linked to warrant program issued in 1998 can be used to subscribe Suunto shares for FIM 74.50 (EUR 12.53) per share less the dividends given after the issuance of the warrant program. Because the subscription price for one share based on the warrants is more than the price offered for the shares of Suunto in this Redemption Offer, consideration is therefore not offered for these warrants.
Redemption Period
The redemption period will commence on 10 December 1999 and expire on 10 January 2000.
Procedure for Accepting the Redemption Offer
Conventum Securities Limited carries out the redemption offer and the sale and purchase of shares thereunder. Conventum Securities Limited will send to each shareholder of Suunto registered in the shareholders' register of Suunto as of 13 December 1999 a notice of the Redemption Offer including terms and conditions of the redemption offer, relevant acceptance forms, and a return envelope. The acceptance forms mentioned above may be retrieved by all shareholders from Conventum Securities Limited, tel. +358 9 549930.
The holders of warrants issued by Suunto Oyj are requested to contact Conventum Securities Limited.
Shareholders of Suunto who are directly registered as shareholders and wish to accept the Redemption Offer, shall submit the acceptance form to Conventum Securities Limited, address Aleksanterinkatu 44, 00100 Helsinki. By returning the acceptance form, the shareholder authorises Conventum Securities Limited or shareholder's book-entry register to sell the shares to Amer according to the terms and conditions set forth in this Redemption Offer. The acceptance form shall be submitted during the redemption offer period, i.e. no later than 10 January 2000. The acceptance of the Offer is unconditional and irrevocable.
Nominee registered shareholders who wish to accept the Redemption Offer shall make such acceptance in accordance with instructions from their nominee. Such shareholders will not receive the offer document, acceptance form or other related documents.
Announcement of the Result of the Redemption Offer
The result of the Redemption Offer will be announced after the end of the redemption offer period.
Payment Terms and Settlement
The sale and purchase of shares tendered will be executed at the latest on the third (3) banking day after Conventun Securities Limited has received an appropriately filled redemption acceptance form.
The sale and purchase of the shares will take place in Helsinki Exchanges if it is permitted by the rules of Helsinki Exchanges. The sale and purchase of the shares will otherwise take place outside of Helsinki Exchanges.
The settlement will be effected and payment of the offer price will be made into the bank account related to the book-entry account indicated by the selling shareholder at the latest on the third banking day after the sale and purchase.
Transfer of Title
Title to shares tendered by a shareholder shall pass to Amer against payment of the offer price for such shares to the shareholder.
Finnish Asset Transfer Tax
Amer shall be responsible for possible Finnish asset transfer tax on the sale and purchase of the shares or the warrants.
Other Matters
All other matters in respect of the Redemption Offer shall be decided by the Board of Directors by Amer.
No offer is, however, made by Amer for securities of Suunto directly or indirectly in or by use of the mail or by any means of or instrumentality of inter-state or foreign commerce or of any facilities of a national securities exchange of the United States, Canada, Australia or Japan.
Prior to public offer Amer Group owned 1,432,700 Suunto's shares, representing 26.3% of the company's shares and voting rights. After the completion of the public offer Amer will own 98.7% of the Suunto's shares and voting rights.
The settlement and payment of Suunto shares and warrants to the shareholders and warrant holders of Suunto, respectively, is expected to take place by 9 December 1999 according to the terms and conditions of the public offer.
Amer is now obliged under Chapter 6, Section 6 of the Securities Markets Act to redeem the remaining shares as Amer's portion of ownership, calculated pursuant to the aforesaid section of the Securities Markets Act, has exceeded two-thirds of the voting powers. The terms and conditions of the redemption procedure are attached to this announcement.
The redemption price will be EUR 11,50 for each share, the same as Amer's public offer. The redemption offer period will commence on 10 December 1999 and expire on 10 January 2000. Amer has retained Conventum Securities Limited to carry out the redemption offer and the sale and purchase of shares thereunder.
As Amer holds more than 90% of the Suunto's shares and the votes attached thereto, Amer has, in addition to the redemption duty pursuant to the Securities Market Act, the right to redeem the shares held by other shareholders pursuant to Chapter 14, Section 19 of the Companies Act.
ATTACHMENT
1 December 1999
TERMS AND CONDITIONS OF THE REDEMPTION OFFER
The Object of the Offer
Amer Group Plc offers to redeem all shares of Suunto Oyj excluding those belonging to Amer. Amer offers to redeem the warrants in respect of Suunto's warrant programs of 1995 and 1998 subject to the terms and conditions of the respective warrant programs and this Redemption Offer.
Registered share capital of Suunto is FIM 27,285,000 and it is divided into 5,451,600 shares each of a nominal value of FIM 5.00. Suunto has one series of shares.
Redemption Price and How It Is Determined
The redemption price for each share of Suunto is EUR 11.50.
The redemption price for each warrant equals the offer price less the subscription price per share pursuant to the terms and conditions of the respective warrant program. The warrants linked to the warrant program issued in 1995 can be used to subscribe the shares of Suunto for FIM 32.70 (EUR 5.50) per share. The offer price for each warrant that gives a right to subscribe one share of Suunto is EUR 6.00. The warrants linked to warrant program issued in 1998 can be used to subscribe Suunto shares for FIM 74.50 (EUR 12.53) per share less the dividends given after the issuance of the warrant program. Because the subscription price for one share based on the warrants is more than the price offered for the shares of Suunto in this Redemption Offer, consideration is therefore not offered for these warrants.
Redemption Period
The redemption period will commence on 10 December 1999 and expire on 10 January 2000.
Procedure for Accepting the Redemption Offer
Conventum Securities Limited carries out the redemption offer and the sale and purchase of shares thereunder. Conventum Securities Limited will send to each shareholder of Suunto registered in the shareholders' register of Suunto as of 13 December 1999 a notice of the Redemption Offer including terms and conditions of the redemption offer, relevant acceptance forms, and a return envelope. The acceptance forms mentioned above may be retrieved by all shareholders from Conventum Securities Limited, tel. +358 9 549930.
The holders of warrants issued by Suunto Oyj are requested to contact Conventum Securities Limited.
Shareholders of Suunto who are directly registered as shareholders and wish to accept the Redemption Offer, shall submit the acceptance form to Conventum Securities Limited, address Aleksanterinkatu 44, 00100 Helsinki. By returning the acceptance form, the shareholder authorises Conventum Securities Limited or shareholder's book-entry register to sell the shares to Amer according to the terms and conditions set forth in this Redemption Offer. The acceptance form shall be submitted during the redemption offer period, i.e. no later than 10 January 2000. The acceptance of the Offer is unconditional and irrevocable.
Nominee registered shareholders who wish to accept the Redemption Offer shall make such acceptance in accordance with instructions from their nominee. Such shareholders will not receive the offer document, acceptance form or other related documents.
Announcement of the Result of the Redemption Offer
The result of the Redemption Offer will be announced after the end of the redemption offer period.
Payment Terms and Settlement
The sale and purchase of shares tendered will be executed at the latest on the third (3) banking day after Conventun Securities Limited has received an appropriately filled redemption acceptance form.
The sale and purchase of the shares will take place in Helsinki Exchanges if it is permitted by the rules of Helsinki Exchanges. The sale and purchase of the shares will otherwise take place outside of Helsinki Exchanges.
The settlement will be effected and payment of the offer price will be made into the bank account related to the book-entry account indicated by the selling shareholder at the latest on the third banking day after the sale and purchase.
Transfer of Title
Title to shares tendered by a shareholder shall pass to Amer against payment of the offer price for such shares to the shareholder.
Finnish Asset Transfer Tax
Amer shall be responsible for possible Finnish asset transfer tax on the sale and purchase of the shares or the warrants.
Other Matters
All other matters in respect of the Redemption Offer shall be decided by the Board of Directors by Amer.
No offer is, however, made by Amer for securities of Suunto directly or indirectly in or by use of the mail or by any means of or instrumentality of inter-state or foreign commerce or of any facilities of a national securities exchange of the United States, Canada, Australia or Japan.