Amer Sports Corporation
STOCK EXCHANGE RELEASE
April 1, 2019 at 8:00 p.m. (EET)
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 to Commence Redemption Proceedings in Respect of the Amer Sports Corporation Minority Shares
Mascot Bidco Oy (the “Offeror“) commenced on December 20, 2018 a voluntary public cash tender offer recommended by the Board of Directors of Amer Sports Corporation (“Amer Sports“) to purchase all the issued and outstanding shares in Amer Sports that are not held by Amer Sports or any of its subsidiaries (the “Tender Offer“). The acceptance period of the Tender Offer commenced on December 20, 2018 and expired on March 7, 2019. The Offeror announced on March 12, 2019 that it will complete the Tender Offer in accordance with its terms and conditions. In addition, the Offeror commenced a subsequent offer period on March 13, 2019, which expired on March 27, 2019.
The Offeror has notified Amer Sports that it holds more than nine-tenths (9/10) of all the shares and votes in Amer Sports, and that it therefore has the right and obligation under Chapter 18, Section 1 of the Finnish Companies Act to redeem the shares held by other Amer Sports shareholders at fair value. According to the Offeror’s notice, the Offeror holds a total of 109,430,925 shares in Amer Sports, corresponding to more than 94 percent of all the shares and votes in Amer Sports (excluding shares held by Amer Sports or any of its subsidiaries).
The Offeror has decided to exercise its redemption right pursuant to the Finnish Companies Act and to redeem all shares held by any other remaining shareholders in Amer Sports (the “Shares” and each of them separately, a “Share“). To implement the redemption of the Shares, the Offeror will initiate arbitration proceedings as provided in the Finnish Companies Act. In such arbitration proceedings, the Offeror will demand that the redemption price for the shares is EUR 40.00 per Share, which is the same price as the consideration paid by the Offeror in the Tender Offer.
According to the Offeror’s notice, any Finnish transfer tax deriving from the redemption of the Shares as well as the payments and charges arising from the book-entry registrations carried out as a consequence of the redemption will be borne by the Offeror.
For further information, please contact:
Samppa Seppälä, Head of Corporate Communications and IR
Amer Sports Corporation
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).
This stock exchange release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this stock exchange release.