Amer Group PLC's public offer for Suunto Oyj's shares
1999-10-21, 15:14
The Board of Directors of Amer Group Plc made a decision on 1 October 1999 to make a public offer for all issued and outstanding shares of Suunto Oyj. The offer document related to the public offer has been published today. The terms and conditions of the public offer are attached to this announcement.
The Board of Directors of Amer Group Plc made a decision on 1 October 1999 to make a public offer for all issued and outstanding shares of Suunto Oyj. The offer document related to the public offer has been published today. The terms and conditions of the public offer are attached to this announcement.
Amer offers to purchase all issued and outstanding 4,018,900 shares of Suunto excluding those belonging to Amer Group Plc. Amer also offers to purchase the warrants in respect of Suunto's warrant programs of 1995 and 1998 and all new shares subscribed by exercising outstanding warrants subject to the terms and conditions of the respective warrant programs and the public offer.
The offer price for each share of Suunto is EUR 10.
The public offer is subject to that Amer obtains the unconditional and irrevocable acceptance of the public offer by shareholders and holders of the warrants representing more than 90 percent of the number of shares and voting rights of the outstanding shares in Suunto. Amer reserves the right to waive the condition referred here.
The public offer period will commence on 25 October 1999 and expire on 19 November 1999. Amer has the right to extend the expiration date of the public offer period for an additional period not exceeding 20 days.
Amer has retained Conventum Securities Limited to carry out the public 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 18 October 1999 a notice of the public offer including instructions to the shareholders, 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 offer document can be obtained from Conventum Securities Limited, Aleksanterinkatu 44, 00100 Helsinki, tel: +358 9 5499 30, e-mail: back-office@conventum.fi as well as from Hex Gate, Fabianinkatu 14, Helsinki.
Amer Group Plc
Communications Department
Marja-Leena Simola
Vice President
Tel: +358 9 7257 8306
Fax: +358 9 791 385
E-mail: marja-leena.simola@amer.fi
For further information, please contact Amer Group:
Mr Roger Talermo, President & CEO, tel: +358 9 7257 8210
Mr Pekka Paalanne, Senior Vice President & CFO, tel: +358 9 7257 8212
ATTACHMENT
TERMS AND CONDITIONS OF THE PUBLIC OFFER BY AMER GROUP PLC FOR THE SHARES OF SUUNTO OYJ
The Board of Directors of Amer Group Plc (Amer) has made a decision on 1 October 1999 to make a Public Tender Offer (Public Offer) for all issued and outstanding shares of Suunto Oyj (Suunto) excluding those belonging to Amer, with the following terms and conditions:
The Object of the Public Offer
Through the Public Offer, Amer offers to purchase all issued and outstanding 4,018,900 shares of Suunto excluding those belonging to Amer. The registered share capital of Suunto is FIM 27,258,000, which is divided into 5,451,600 shares each of a nominal value of FIM 5.00. Suunto has one class of shares. Amer holds 1,432,700 shares, that is 26.3% of the shares and votes of Suunto.
Holders of warrants issued by Suunto to its management in 1995 and holders of the warrants directed to the key persons of the company in 1998 shall be entitled to subscribe for new shares in accordance with the rules set forth in the terms and conditions of the relevant warrant programs. Amer offers to purchase the warrants in respect of Suunto's warrant programs of 1995 and 1998 and all new shares subscribed by exercising outstanding warrants subject to the terms and conditions of the respective warrant programs and this Public Offer. The offer applies to the warrants that are transferable.
The Offer Price for the Shares
The offer price for each share of Suunto is EUR 10.
The Offer Price for the Warrants
The offer price for each warrant is based on the offer price per share and 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 with FIM 32.70 (EUR 5.50) for one share. The offer price for each warrant that gives a right to subscribe one share of Suunto is EUR 4.50.
The warrants linked to warrant program issued in 1998 can be used to subscribe Suunto shares with FIM 74.50 (EUR 12.53) for one 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 Public Offer, consideration is therefore not offered for these warrants.
Conditions Precedent to the Public Offer
The Public Offer is subject to that, Amer obtains the unconditional and irrevocable acceptance of the Public Offer by shareholders and holders of the warrants representing more than 90 percent of the number of shares and voting rights of the outstanding shares in Suunto. Amer reserves the right to waive the condition referred here.
From 19 November 1999 to 19 November 2000 (or within one year from the date of the end of the extended Public Offer period as defined below), Amer undertakes to inform the shareholders who have accepted the Public Offer whether Amer has paid or received a higher price for the shares and to pay the difference between said higher price and the price tendered for the shares. Therefore under the law, the shareholders who have accepted the Public Offer may not withdraw their acceptance, even if Amer would not obtain the ownership level or the voting powers level stated above. However, if Amer decides to withdraw from the Public Offer, the aforementioned commitment made under the terms and conditions of the Public Offer is extinguished.
Public Offer Period
The Public Offer period will commence on 25 October 1999 and expire on 19 November 1999. Amer has the right to extend the expiration date of the Public Offer period for an additional period not exceeding 20 days.
Procedure for Accepting the Public Offer
Amer has retained Conventum Securities Limited to carry out the Public 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 18 October 1999 a notice of the Public Offer including instructions to the shareholders, 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 Public 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 Public Offer. The acceptance form shall be submitted during the Public Offer period, i.e. no later than 19 November 1999 or, if the Public Offer period has been extended, at the last day of the Public Offer period.
Nominee registered shareholders who wish to accept the Public 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.
The acceptance of the Offer is unconditional and irrevocable. The shareholder or the holder of a warrant may not withdraw their acceptance and may not sell their shares tendered except for in compliance with the terms and conditions of the Public Offer. The acceptance is irrevocable also in the case that the Public Offer period is being extended.
Announcement of the Result of the Public Offer
The result of the Public Offer will be announced at the latest immediately after the end of the Public Offer period.
Payment Terms and Settlement
The sale and purchase of shares tendered will be executed within 14 days from Amer's announcement that the conditions precedent to the Public Offer have been fulfilled or waived according to the procedure set forth above. The sale and purchase of the shares takes 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 on the third banking day after the sale and purchase. If the Offer Period is not being extended the initial date of the payment settlement is 9 December 1999.
Should the conditions for the Public Offer not be fulfilled, the restrictions in the book entry account on the shares tendered by the shareholder concerned will be lifted within three (3) banking days of the announcement of the non-fulfilment.
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 and Other Payments
Amer shall be responsible for possible asset transfer tax on the sale and purchase of the shares or the warrants. Amer is also responsible for other payments related to the transfer of shares in the book-entry system.
Other Matters
All other matters in respect of the Public 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.
The Board of Directors of Amer Group Plc made a decision on 1 October 1999 to make a public offer for all issued and outstanding shares of Suunto Oyj. The offer document related to the public offer has been published today. The terms and conditions of the public offer are attached to this announcement.
Amer offers to purchase all issued and outstanding 4,018,900 shares of Suunto excluding those belonging to Amer Group Plc. Amer also offers to purchase the warrants in respect of Suunto's warrant programs of 1995 and 1998 and all new shares subscribed by exercising outstanding warrants subject to the terms and conditions of the respective warrant programs and the public offer.
The offer price for each share of Suunto is EUR 10.
The public offer is subject to that Amer obtains the unconditional and irrevocable acceptance of the public offer by shareholders and holders of the warrants representing more than 90 percent of the number of shares and voting rights of the outstanding shares in Suunto. Amer reserves the right to waive the condition referred here.
The public offer period will commence on 25 October 1999 and expire on 19 November 1999. Amer has the right to extend the expiration date of the public offer period for an additional period not exceeding 20 days.
Amer has retained Conventum Securities Limited to carry out the public 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 18 October 1999 a notice of the public offer including instructions to the shareholders, 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 offer document can be obtained from Conventum Securities Limited, Aleksanterinkatu 44, 00100 Helsinki, tel: +358 9 5499 30, e-mail: back-office@conventum.fi as well as from Hex Gate, Fabianinkatu 14, Helsinki.
Amer Group Plc
Communications Department
Marja-Leena Simola
Vice President
Tel: +358 9 7257 8306
Fax: +358 9 791 385
E-mail: marja-leena.simola@amer.fi
For further information, please contact Amer Group:
Mr Roger Talermo, President & CEO, tel: +358 9 7257 8210
Mr Pekka Paalanne, Senior Vice President & CFO, tel: +358 9 7257 8212
ATTACHMENT
TERMS AND CONDITIONS OF THE PUBLIC OFFER BY AMER GROUP PLC FOR THE SHARES OF SUUNTO OYJ
The Board of Directors of Amer Group Plc (Amer) has made a decision on 1 October 1999 to make a Public Tender Offer (Public Offer) for all issued and outstanding shares of Suunto Oyj (Suunto) excluding those belonging to Amer, with the following terms and conditions:
The Object of the Public Offer
Through the Public Offer, Amer offers to purchase all issued and outstanding 4,018,900 shares of Suunto excluding those belonging to Amer. The registered share capital of Suunto is FIM 27,258,000, which is divided into 5,451,600 shares each of a nominal value of FIM 5.00. Suunto has one class of shares. Amer holds 1,432,700 shares, that is 26.3% of the shares and votes of Suunto.
Holders of warrants issued by Suunto to its management in 1995 and holders of the warrants directed to the key persons of the company in 1998 shall be entitled to subscribe for new shares in accordance with the rules set forth in the terms and conditions of the relevant warrant programs. Amer offers to purchase the warrants in respect of Suunto's warrant programs of 1995 and 1998 and all new shares subscribed by exercising outstanding warrants subject to the terms and conditions of the respective warrant programs and this Public Offer. The offer applies to the warrants that are transferable.
The Offer Price for the Shares
The offer price for each share of Suunto is EUR 10.
The Offer Price for the Warrants
The offer price for each warrant is based on the offer price per share and 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 with FIM 32.70 (EUR 5.50) for one share. The offer price for each warrant that gives a right to subscribe one share of Suunto is EUR 4.50.
The warrants linked to warrant program issued in 1998 can be used to subscribe Suunto shares with FIM 74.50 (EUR 12.53) for one 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 Public Offer, consideration is therefore not offered for these warrants.
Conditions Precedent to the Public Offer
The Public Offer is subject to that, Amer obtains the unconditional and irrevocable acceptance of the Public Offer by shareholders and holders of the warrants representing more than 90 percent of the number of shares and voting rights of the outstanding shares in Suunto. Amer reserves the right to waive the condition referred here.
From 19 November 1999 to 19 November 2000 (or within one year from the date of the end of the extended Public Offer period as defined below), Amer undertakes to inform the shareholders who have accepted the Public Offer whether Amer has paid or received a higher price for the shares and to pay the difference between said higher price and the price tendered for the shares. Therefore under the law, the shareholders who have accepted the Public Offer may not withdraw their acceptance, even if Amer would not obtain the ownership level or the voting powers level stated above. However, if Amer decides to withdraw from the Public Offer, the aforementioned commitment made under the terms and conditions of the Public Offer is extinguished.
Public Offer Period
The Public Offer period will commence on 25 October 1999 and expire on 19 November 1999. Amer has the right to extend the expiration date of the Public Offer period for an additional period not exceeding 20 days.
Procedure for Accepting the Public Offer
Amer has retained Conventum Securities Limited to carry out the Public 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 18 October 1999 a notice of the Public Offer including instructions to the shareholders, 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 Public 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 Public Offer. The acceptance form shall be submitted during the Public Offer period, i.e. no later than 19 November 1999 or, if the Public Offer period has been extended, at the last day of the Public Offer period.
Nominee registered shareholders who wish to accept the Public 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.
The acceptance of the Offer is unconditional and irrevocable. The shareholder or the holder of a warrant may not withdraw their acceptance and may not sell their shares tendered except for in compliance with the terms and conditions of the Public Offer. The acceptance is irrevocable also in the case that the Public Offer period is being extended.
Announcement of the Result of the Public Offer
The result of the Public Offer will be announced at the latest immediately after the end of the Public Offer period.
Payment Terms and Settlement
The sale and purchase of shares tendered will be executed within 14 days from Amer's announcement that the conditions precedent to the Public Offer have been fulfilled or waived according to the procedure set forth above. The sale and purchase of the shares takes 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 on the third banking day after the sale and purchase. If the Offer Period is not being extended the initial date of the payment settlement is 9 December 1999.
Should the conditions for the Public Offer not be fulfilled, the restrictions in the book entry account on the shares tendered by the shareholder concerned will be lifted within three (3) banking days of the announcement of the non-fulfilment.
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 and Other Payments
Amer shall be responsible for possible asset transfer tax on the sale and purchase of the shares or the warrants. Amer is also responsible for other payments related to the transfer of shares in the book-entry system.
Other Matters
All other matters in respect of the Public 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.