- Offer price at EUR 40.00 per share represents a premium of 43% to the 3-month undisturbed
volume-weighted average trading price
- Amer Sports' board of directors has decided to unanimously recommend shareholders to accept
the tender offer
- A number of major shareholders have already irrevocably undertaken to accept the tender offer, representing in aggregate
approximately 7.91% of the issued shares and votes in Amer Sports
- The tender offer is mutually beneficial for both Amer Sports' shareholders and the Investor
Consortium. It represents an attractive proposition for Amer Sports shareholders with a significant cash premium, while the
Investor Consortium would have the opportunity to unleash the full long-term growth potential of Amer Sports, especially in the
fast-growing Chinese market
- It is the Investor Consortium's intention that Amer Sports would be operated independently from ANTA Sports. Amer Sports
will have a separate board of directors and the Investor Consortium has invited Mr. Heikki
Takala (current President and CEO of Amer Sports) and his key executives to continue leading the business
- The Investor Consortium does not expect the completion of the tender offer to have any immediate material effect on the
operations, assets, the position of the management or employees or business locations
HONG KONG and HELSINKI, Dec. 7,
2018 /PRNewswire/ -- The Investor Consortium consisting of ANTA Sports, FountainVest Partners, Anamered
Investments and Tencent has announced a voluntary recommended public cash tender offer by the
newly-incorporated Mascot Bidco Oy for all the issued and outstanding shares in Amer Sports Corporation ("Amer Sports").
The price offered for each share will be EUR 40.00 in cash, representing a premium of 43% to the
3-month undisturbed volume-weighted average trading price[1]. The tender offer values Amer
Sports' entire issued and outstanding share capital at approximately EUR 4.6 billion. The
offer price is determined with reference to Amer Sports' market positioning, the historical
business and financial performance of Amer Sports and the prospects of the business and its financial condition in the
foreseeable future, as well as Amer Sports' current and historical share prices.
The board of directors of Amer Sports has decided to unanimously recommend that the shareholders of Amer Sports accept the
tender offer. The following major shareholders of Amer Sports have, subject to certain customary conditions, irrevocably
undertaken to accept the tender offer: Kaleva Mutual Insurance Company, Ilmarinen Mutual Pension Insurance Company, Mandatum Life
Insurance Company Limited and Varma Mutual Pension Insurance Company, representing in aggregate approximately 7.91% of the issued
shares and votes in Amer Sports. In addition, Maa- ja vesitekniikan tuki r.y., who hold approximately 4.29% of the issued shares
and votes in Amer Sports, have expressed that they view the tender offer positively.
Mr. Ding Shizhong, Chairman and CEO of ANTA Sports, commented: "We are delighted about the opportunity to invest in
Amer Sports, a leading sporting goods company with a strong portfolio of internationally-recognized brands. Sports
is a common language that connects people across the globe and transcends different cultures and backgrounds. We
share the same passion as Amer Sports' management in providing excellent products, services and
experiences that inspire sports lovers' achievements and enjoyment, as well as setting the standard for innovation. In
particular, we are excited to bring these premium international brands and products to Chinese consumers, who increasingly seek
high-end products with outstanding qualities and heritage in various niche and specialized sports segments. Working closely with
the other Investor Consortium members, we are fully committed to backing Amer Sports' talented
management and employee team to stay true to its premium brand value as it accelerates into the next stage of growth under the
Investor Consortium's ownership".
ANTA Sports considers that Amer Sports operates a successful platform of internationally-recognized sportswear and equipment
brands and demonstrates strengths in brand management, distribution channel diversification, research & development, product
quality and financial performance. The diversified brand portfolio of Amer Sports also presents a good match to ANTA Sports'
multi-branded strategy. The acquisition represents an attractive opportunity for ANTA Sports to further invest in premium
international sportswear brands, certain of which ANTA Sports believes have great potential for development both on a global
scale and in China. With assistance from the other members of the Investor Consortium, ANTA
Sports believes there is significant room for growth in value of Amer Sports through unlocking the full potential of its
brands.
Mr. Frank Tang, Chairman and CEO of FountainVest, commented: "We are excited about
our partnership with ANTA Sports, Tencent and Anamered Investments on this landmark transaction. We
deeply respect and value the successful heritage of Amer Sports' global brands. We are honored to
be working with Amer Sports' management team and employees to chart its continued growth in this
next phase of development. The Investor Consortium shares a common long-term vision to invest further resources to expand the
presence of Amer Sports' business and provide the highest quality products to consumers around the
world."
Mr. Chip Wilson, Chairman of Hold It All Inc. and owner of Anamered Investments,
commented: "Amer Sports owns an attractive portfolio of brands that I have admired and used in my day to day life. I am
excited to have this opportunity to help their brands to grow globally and to see Amer Sports lead the way in the evolution of
the athletic apparel industry as a whole. Amer Sports' brands have exceptional potential for
growth in an environment that is increasingly valuing quality, technically oriented soft goods. I believe there to be great
alignment between my own beliefs and those of Mr. Ding and the other members of the Investor Consortium with respect to the
future direction of the global retail industry and the growth prospects for Amer Sports. The members of the Investor Consortium
share a common philosophy and have backgrounds and capabilities that are highly complementary and these will be of considerable
benefit to Amer Sports."
Mr. Martin Lau, President and Executive Director of Tencent, commented: "We are pleased to be a member of the Investor Consortium and a strategic
partner of Amer Sports and ANTA Sports, two superior companies in the athletic goods industry. With their great products,
well-recognized brands and strong retail presence, we look forward to facilitating them to enhance their operational efficiency
and capture the future growth opportunities via our smart retail initiatives supported by our advanced technologies and large
user base on our social platforms."
Mr. Bruno Sälzer, Chairman of Amer Sports, commented: "Amer Sports has developed into a leading global sporting
goods company with a portfolio of highly attractive brands. We are proud of what Amer Sports has achieved over time, and are very
grateful to the management team and our people for all of their contributions."
"The offer from the Investor Consortium represents an attractive proposition for our shareholders with a significant cash
premium and, in our view, is in the best interests of our shareholders. The Board of Amer Sports is encouraged by the Investor
Consortium's focus on implementing a strategy at Amer Sports that is focused on growth, and their expectation of no immediate
material effect on our people or operations."
Mr. Heikki Takala, President and CEO of Amer Sports, commented: "I would like to
thank all of our people for building Amer Sports into what we are today -- a leading global sporting goods company with a
strong track record, great brands, and a world-class organization. The offer from the Investor Consortium represents an
acknowledgement of the work we have done, and their plan to keep Amer Sports as an independent company signals a strong
confidence in our strategy and business model."
"Under the ownership of the Investor Consortium, there is an opportunity to continue to deliver our strong sustainable
profitable growth with further acceleration in our strategic priorities including soft goods, direct-to-consumer and China. This acceleration provides further exciting opportunities for our people globally. I am pleased that
the existing management team has been invited to continue leading the business, and also that the Investor Consortium is
committed to retaining our Helsinki corporate head office."
The Investor Consortium believes that the proposed transaction is underpinned by a very compelling business rationale:
- The Investor Consortium intends to invest significant time, resources and effort in helping Amer Sports to accelerate
several important ongoing and new strategic initiatives under private ownership, including expanding Amer Sports' businesses in the Chinese market.
- This includes investing capital and resources in product development and human talent on a global basis to provide
Amer Sports' existing management team and employees with the optimal platform from which to
implement its medium-to-long-term strategic plans, with a view to accelerating Amer Sports'
growth, improving Amer Sports' competitive positioning in the global market, enhancing
Amer Sports' ability to respond quickly to the demands of a fast-changing marketplace, and
optimizing Amer Sports' products and services offerings to its customers. In doing so, Amer
Sports will not only grow into a broader platform for Amer Sports' employees to thrive on, but
will also form stronger, mutually beneficial partnerships with all its stakeholders.
- The Investor Consortium intends to provide Amer Sports with access to ANTA Sports' extensive distribution network, R&D
resources and manufacturing and sourcing capabilities in China, such that Amer Sports will
have a significant opportunity to accelerate the expansion of its businesses in the Chinese market.
After the completion of the tender offer, the Investor Consortium plans for Amer Sports to be operated independently from ANTA
Sports, with a separate board of directors. The Investor Consortium has invited Mr. Heikki Takala
(President and CEO of Amer Sports) and his key executives to continue leading the business. Under the new ownership, Amer Sports' management team would have the autonomy to execute on its business plan under the strategic
direction of the board of directors.
The Investor Consortium has confirmed that the completion of the tender offer is not expected to have an immediate material
effect on the operations or assets, the position of the management or employees or the business locations of Amer Sports and the
Investor Consortium currently expects to retain Amer Sports' corporate head office in Helsinki after the completion of the tender offer.
A tender offer document with detailed information on the tender offer will be published on or about December 20, 2018. The offer period under the tender offer is expected to commence on or about December 20, 2018, and to run for approximately 10 weeks. Mascot Bidco Oy reserves the right to extend the
offer period from time to time in accordance with the terms and conditions of the tender offer. The tender offer is currently
expected to be completed during the second quarter of 2019 at the latest.
[1] During the 3-month undisturbed trading period prior to and
up to September 10, 2018, the last trading day prior to Amer Sports confirming the receipt of a non-binding preliminary
indication of interest from ANTA Sports and FountainVest Partners.
|
About ANTA Sports
The ANTA brand was established in 1991, while ANTA Sports Products Limited ("ANTA Sports"; Stock code: 2020.HK), a leading
sportswear company in China, was listed on the Main Board of Hong Kong Stock Exchange in 2007.
For many years, ANTA Sports has been principally engaged in the design, development, manufacturing and marketing of ANTA
sportswear series to provide the mass market in China with professional sporting products
including footwear, apparel and accessories. In recent years, ANTA Sports has accelerated its strategy of "Single-Focus,
Multi-Brand, and Omni-Channel" to deepen its footprint in the sportswear market in China. ANTA
Sports aims to unlock the potential of both the mass and high-end sportswear markets in China by
embracing an all-round brand portfolio including ANTA, FILA, DESCENTE, SPRANDI, KINGKOW and KOLON
SPORT, and by seizing new opportunities arising in various important retail channels.
About FountainVest
Founded in 2007, FountainVest Partners ("FountainVest") is one of the most established independent private equity firms in
Asia. FountainVest focuses on long-term oriented investments in industry leaders, partnering
closely with management teams to drive growth and create value in diversified areas including in strategy, operations, finance,
and industry consolidation. FountainVest has completed a number of successful landmark investments in Asia, Europe, and the US. Sectors of focus include Consumer, Media &
Technology, Healthcare, Industrials, and Financial Services. FountainVest is backed by some of the largest sovereign wealth funds
and public pensions plans around the world, with assets under management of close to USD5.0
billion.
About Anamered Investments
Anamered Investments Incorporation ("Anamered Investments") is an investment vehicle owned by Mr. Chip
Wilson, who is a pioneer in vertical retailing and technical apparel. As the founder of lululemon athletica inc., Mr.
Wilson is an expert in designing technical fabrications and bringing technical apparel to global markets. Mr. Wilson retains a
significant interest in lululemon athletica inc., as well as a well-diversified portfolio of investments in private equity,
private companies, public securities, and real estate. Each of the private businesses Mr. Wilson has invested in are nurtured and
supported by long-term capital and are held to a high standard of performance, governance, financial return and
accountability.
About Tencent
Tencent Holdings Limited ("Tencent") was founded in Shenzhen, China, in 1998 and went public on the Main Board of the Stock Exchange of Hong Kong in 2004. Tencent uses technology to enrich the lives of Internet
users. Its social products WeChat / Weixin and QQ link users to a rich digital content catalogue including games, video, music
and books. Its proprietary targeting technology helps advertisers reach out to hundreds of millions of consumers in China. Its infrastructure services including payment, security, cloud and artificial intelligence create
differentiated offerings and support its partners' business growth. Tencent seeks to evolve with
the Internet by investing in people and innovation.
About Amer Sports
Amer Sports is a sporting goods company with internationally-recognized brands including Salomon, Arc'teryx, Peak Performance,
Atomic, Mavic, Suunto, Wilson and Precor. Its technically advanced sports equipment, footwear, apparel and accessories aim to
improve performance and increase the enjoyment of sports and outdoor activities. Amer Sports'
business is balanced by its broad portfolio of sports and products and a presence in all major markets. Amer Sports' shares are listed on Nasdaq Helsinki.
Forward-Looking Statements
This press 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 press release.
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 press 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 press 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 PRESS 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 PRESS 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 PRESS 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.
SOURCE Investor Consortium