Amer Sports Corporation
Stock Exchange Release
December 7, 2018 at 11:02 (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 announces a voluntary recommended public cash tender offer for
all the shares in Amer Sports Corporation
ANTA Sports Products Limited, FV Fund (an investment vehicle managed by
FountainVest Partners), Anamered Investments (an investment vehicle owned by Mr.
Chip Wilson) and Tencent (investing through Tencent SPV as a limited partner in
FV Fund) form an Investor Consortium for the purposes of the voluntary
recommended public cash tender offer for all the issued and outstanding shares
in Amer Sports Corporation made by Mascot Bidco Oy.
KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER
* On December 7, 2018, Mascot Bidco Oy, members of an Investor Consortium
including ANTA Sports, FV Fund and Anamered Investments, and Amer Sports
signed a Combination Agreement under which Mascot Bidco Oy will make a
voluntary recommended cash Tender Offer for all of the issued and
outstanding shares in Amer Sports, excluding shares held by Amer Sports and
its subsidiaries. ANTA Sports, FV Fund, Anamered Investments and Tencent
(which will invest through Tencent SPV as a limited partner in FV Fund) form
an Investor Consortium for the purposes of the Tender Offer, which
indirectly will own 100 percent of Mascot Bidco Oy upon completion of the
Tender Offer.
* The offer price under the Tender Offer is EUR 40.00 in cash per Amer Sports
share.
* The offer price represents a premium of 39 percent compared to the closing
price of Amer Sports shares on September 10, 2018 (the day prior to Amer
Sports confirming the receipt of a non-binding preliminary indication from
ANTA Sports and FountainVest), and a premium of 43 percent compared to the
volume-weighted average price of Amer Sports shares during the 3-month
period prior to and up to September 10, 2018.
* The terms of the Tender Offer value the entire issued and outstanding share
capital of Amer Sports at EUR 4.6 billion.
* 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. 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 completion of the Tender Offer is not expected to have an immediate
material effect on the operations, assets, the position of the management or
employees or the business locations of Amer Sports.
* The Investor Consortium currently expects to retain Amer Sports' corporate
head office in Helsinki after the completion of 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 percent of the issued
shares and votes in Amer Sports. In addition, Maa- ja vesitekniikan tuki
r.y., who hold approximately 4.29 percent of the issued shares and votes in
Amer Sports, have expressed that they view the Tender Offer positively.
* The Board of Directors of Amer Sports has decided to unanimously recommend
that Amer Sports' shareholders accept the Tender Offer.
* Mascot Bidco Oy has, and will have on the closing date of the Tender Offer,
access to debt and equity funding in sufficient amounts to finance the
Tender Offer. The completion of the Tender Offer is not conditional upon
availability of financing.
* 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.
* The completion of the Tender Offer is subject to the satisfaction or waiver
by Mascot Bidco Oy of certain conditions on or prior to Mascot Bidco Oy's
announcement of the final results of the Tender Offer including, among
others, that approvals by the relevant regulatory authorities (including
competition authorities) have been received and Mascot Bidco Oy having
gained control of more than 90 percent of the issued and outstanding Amer
Sports shares and voting rights.
* These key highlights should be reviewed in conjunction with the remainder of
this announcement and the tender offer document that will be published in
due course.
COMMENTS FROM MEMBERS OF THE INVESTOR CONSORTIUM
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."
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 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."
COMMENTS FROM THE CHAIRMAN AND PRESIDENT & CEO OF AMER SPORTS
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."
ABOUT THE INVESTOR CONSORTIUM
The ANTA brand was established in 1991 and ANTA Sports Products Limited ("ANTA
Sports") was listed on the Main Board of the Hong Kong Stock Exchange in 2007.
In recent years, ANTA Sports' "Single-Focus, Multi-Brand, and Omni-Channel"
strategy has deepened its footprint in the sportswear market in China. ANTA
Sports' brand portfolio includes ANTA, FILA, DESCENTE, SPRANDI, KINGKOW and
KOLON SPORT.
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
United States. 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 USD 5.0 billion.
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 businesses
Mr. Wilson has invested in privately are nurtured and supported by long-term
capital and are held to a high standard of performance, governance, financial
return and accountability.
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.
ANTA Sports, FV Mascot JV, L.P. ("FV Fund"), Anamered Investments and Tencent
(which will invest through Mount Jiuhua Investment Limited ("Tencent SPV") as a
limited partner in FV Fund) together form the investor consortium (the "Investor
Consortium"). As at the date of this announcement, Mascot Bidco Oy (the
"Offeror"), a Finnish private limited company, is indirectly wholly-owned by
Mascot JVCo (Cayman) Limited, which is a limited partnership established under
the laws of Cayman Islands offering limited partnership interests for the
purposes of the Tender Offer. Mascot JVCo (Cayman) Limited was incorporated to
be the holding company in the acquisition structure and is currently wholly-
owned by ANLLIAN Sports Products Limited, a special purpose vehicle directly
wholly-owned by ANTA Sports. It is expected that, before completion of the
Tender Offer, ANTA Sports will indirectly through ANLLIAN Sports Products
Limited own approximately 57.95 percent, FV Fund will own approximately 21.40
percent (and Baseball Investment Limited (which is currently owned/controlled by
funds advised/managed by FountainVest) will indirectly, and Tencent will
indirectly through Tencent SPV, in each case as a limited partner in FV Fund,
respectively own approximately 15.77 percent and 5.63 percent) and Anamered
Investments will own approximately 20.65 percent of the shares in the Offeror.
ABOUT AMER SPORTS
Amer Sports Corporation ("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
Ltd. ("Nasdaq Helsinki").
BACKGROUND AND REASONS FOR THE TENDER OFFER
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. The
Offeror, however, intends to change the composition of the Board of Directors of
Amer Sports after the completion of the Tender Offer.
THE TENDER OFFER IN BRIEF
The Offeror, together with ANTA Sports, FV Fund, Anamered Investments, Mascot
JVCo (Cayman) Limited and Amer Sports have on December 7, 2018 entered into a
combination agreement (the "Combination Agreement") under which the Offeror
undertakes to make a voluntary recommended public cash tender offer (the "Tender
Offer") to purchase all of the issued and outstanding shares in Amer Sports,
including 1,679,936 shares of Amer Sports currently held indirectly by ANTA
Sports, but excluding any shares of Amer Sports which are held by Amer Sports or
its subsidiaries.
ANTA Sports will tender the shares it holds in Amer Sports into the Tender Offer
in accordance with the terms and conditions of 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 percent of the issued shares and
votes in Amer Sports. In addition, Maa- ja vesitekniikan tuki r.y., who hold
approximately 4.29 percent of the issued shares and votes in Amer Sports, have
expressed that they view the Tender Offer positively.
The offer price is EUR 40.00 in cash (the "Offer Price") for each share in Amer
Sports. Any change to the number of shares of Amer Sports as a result of a new
share issue, reclassification, stock split (including a reverse split) or any
other similar transaction with dilutive effect, or distribution of dividend or
other distribution of funds or assets by Amer Sports after the date of the
Combination Agreement shall reduce the Offer Price accordingly on a euro-for-
euro basis on the gross value declared or made, before the deduction of any
withholding tax and/or any other applicable taxes.
The Offer Price is determined after arm's length negotiation among the Investor
Consortium and Amer Sports 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 Offer Price represents a premium of:
* 39 percent compared to the closing price of the Amer Sports shares on Nasdaq
Helsinki on September 10, 2018 (the "Original Disclosure Date"), the last
trading day prior to Amer Sports confirming the receipt of a non-binding
preliminary indication of interest from ANTA Sports and FountainVest;
* 43 percent compared to the volume-weighted average trading price of the Amer
Sports shares on Nasdaq Helsinki during the 3-month undisturbed trading
period prior to and up to the Original Disclosure Date;
* 63 percent compared to the volume-weighted average trading price of the Amer
Sports shares on Nasdaq Helsinki during the 12-month undisturbed trading
period prior to and up to the Original Disclosure Date;
* 14 percent compared to the closing price of the Amer Sports shares on Nasdaq
Helsinki on December 5, 2018, the last trading day before this stock
exchange release announcing the Tender Offer; and
* 44 percent compared to the volume-weighted average trading price of the Amer
Sports shares on Nasdaq Helsinki during the 12-month period preceding the
date of this stock exchange release announcing the Tender Offer.
The terms of the Tender Offer value the entire issued and outstanding share
capital of Amer Sports at EUR 4.6 billion.
The offer period under the Tender Offer is expected to commence on or about
December 20, 2018 and to run for approximately ten (10) weeks. The Offeror
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.
As at the date of this announcement, the Board of Directors of Amer Sports has
decided to unanimously recommend that the shareholders of Amer Sports accept the
Tender Offer. The Board of Directors of Amer Sports will issue its complete
statement on the Tender Offer in accordance with the Finnish Securities Market
Act before the commencement of the Tender Offer. To support its assessment of
the Tender Offer, the Board of Directors of Amer Sports has received financial
advice from Amer Sports' financial advisor Goldman Sachs International. The
complete fairness opinion from Goldman Sachs International will be attached to
the statement that will be issued by the Board of Directors of Amer Sports.
The completion of the Tender Offer will be subject to the satisfaction or waiver
by the Offeror of the following conditions ("Offer Conditions") on or prior to
the Offeror's announcement of the final results of the Tender Offer:
a. the Tender Offer has been validly accepted with respect to outstanding
shares representing, together with any outstanding shares otherwise held by
the Offeror prior to the final result announcement date, more than ninety
(90) percent of the outstanding shares and voting rights of Amer Sports
calculated in accordance with Chapter 18, Section 1 of the Finnish Companies
Act governing the right and obligation to commence mandatory redemption
proceedings;
b. the receipt of all necessary approvals, permits, consents, clearances,
termination or expiration of any applicable waiting periods (or extensions
thereof) or other actions by any competition authorities or other regulatory
authorities required under any applicable competition laws or other
regulatory laws in any jurisdiction for the completion of the Tender Offer
by the Offeror;
c. the Tender Offer has been approved by the shareholders of ANTA Sports in
accordance with, and to the extent required by, applicable law (including
the Rules Governing the Listing of Securities on the Stock Exchange of Hong
Kong Limited);
d. the removal of Article 11 of the articles of association of Amer Sports (in
relation to the obligation of shareholders, whose shareholding attains or
exceeds certain thresholds, to, on demand by other shareholders, redeem the
shares of such other shareholders as well as securities giving entitlement
to such shares) has been duly approved by an extraordinary general meeting
of shareholders of Amer Sports;
e. no legislation or other regulation has been issued or decision by a
competent court or regulatory authority has been given that would wholly or
in any material part prevent or postpone the completion of the Tender Offer;
f. no fact or circumstance has arisen after the announcement of the Tender
Offer that constitutes a material adverse change;
g. the Combination Agreement has not been terminated in accordance with its
terms and remains in full force and effect; and
h. the Board of Directors of Amer Sports has issued its recommendation that the
shareholders of Amer Sports accept the Tender Offer and the recommendation
remains in full force and effect and has not been modified or amended and
the Board of Directors of Amer Sports has not included conditions to or
decided not to issue its recommendation (excluding any technical
modification or change of the recommendation required under applicable laws
or the Helsinki Takeover Code as a result of a competing offer so long as
the recommendation to accept the Tender Offer is upheld).
Subject to any restrictions under applicable laws, the Offeror reserves the
right to withdraw the Tender Offer in the event that any of the Offer Conditions
is not fulfilled.
The Offeror will seek to obtain approvals from relevant regulatory authorities
in jurisdictions where the applicable laws and regulations require the Offeror
to do so, including the Finnish Financial Supervisory Authority and Foreign
Investment Review Board in Australia, as well as the competition authorities in
the People's Republic of China ("PRC"), the European Union, the United States,
Canada, Mexico, Russia and Turkey, as soon as possible after this announcement
of the Tender Offer. According to information currently available, it is not
certain that all necessary authority approvals can be obtained by the end of the
initial offer period. In case all necessary approvals have not been obtained by
the end of the initial offer period, the Offeror will extend the offer period in
order to receive the necessary approvals to be able to complete the Tender
Offer. The Offeror currently estimates that the competition clearances may be
obtained prior to the expiry of the initial offer period.
An Extraordinary General Meeting will be convened and held for the shareholders
of ANTA Sports to approve the Tender Offer and all the transactions contemplated
thereunder. ANTA International Group Holdings Limited, which holds directly and
indirectly through Anda Investments Capital Limited and Anda Holdings
International Limited approximately 61.45 percent of the voting rights in the
general meeting of ANTA Sports as at the date of this announcement, has
irrevocably and unconditionally undertaken to vote, and to procure Anda
Investments Capital Limited and Anda Holdings International Limited to vote, in
favor of the approval of the Tender Offer and the transactions contemplated
thereunder in the Extraordinary General Meeting of ANTA Sports.
The sale and purchase of the issued and outstanding shares of Amer Sports
validly tendered and not properly withdrawn in accordance with the terms and
conditions of the Tender Offer is expected to be executed following the
announcement by the Offeror of the final result of the Tender Offer, but in any
event with settlement being commenced no later than on the twelfth (12(th))
business day following the date of the announcement of the final result of the
Tender Offer ("Closing Date"). The sale and purchase of the issued and
outstanding shares of Amer Sports will take place on Nasdaq Helsinki (if
permitted by the applicable rules) or outside of Nasdaq Helsinki.
The detailed terms and conditions of the Tender Offer and information on how to
accept the Tender Offer will be included in the tender offer document, which is
expected to be published by the Offeror on or about December 20, 2018.
Pursuant to the Combination Agreement, the Offeror is to acquire all issued and
outstanding shares in Amer Sports, including the shares of Amer Sports currently
held indirectly by ANTA Sports, but excluding any shares of Amer Sports which
are held by Amer Sports or its subsidiaries. On the date of this stock exchange
release, the number of issued shares in Amer Sports is 116,517,285, of which
1,296,540 are held by Amer Sports or its subsidiaries. On the date of this stock
exchange release, ANTA Sports indirectly holds 1,679,936 shares and votes in
Amer Sports, corresponding to approximately 1.4 percent of the issued shares in
Amer Sports. No other member of the Investor Consortium except ANTA Sports holds
any shares in Amer Sports.
The Offeror reserves the right to also acquire shares of Amer Sports in public
trading on Nasdaq Helsinki or otherwise before, during and/or after the offer
period and any subsequent offer period or otherwise outside the Tender Offer to
the extent permitted by Finnish, U.S. and other applicable law.
If the Offeror, or any party referred to in Chapter 11, Section 5 of the Finnish
Securities Market Act, acquires, before the expiry of the offer period, shares
of Amer Sports at a higher price than the Offer Price or otherwise on terms that
are more favorable than those of the Tender Offer, the Offeror must amend the
terms and conditions of the Tender Offer to the price corresponding to the more
favorable acquisition terms. The Offeror shall then, without delay, make public
the triggering of the obligation to increase the Offer Price and pay, in
connection with the completion of the Tender Offer, the difference between the
more favorable acquisition terms and the consideration offered in the Tender
Offer to the shareholders who have accepted the Tender Offer.
If the Offeror, or any party referred to in Chapter 11, Section 5 of the Finnish
Securities Market Act, acquires during the nine months following the expiry of
the offer period shares of Amer Sports at a higher price than the Offer Price or
otherwise on terms that are more favorable than those of the Tender Offer, the
Offeror must compensate those shareholders who have accepted the Tender Offer by
the amount equal to the difference between the more favorable acquisition terms
and the Offer Price. The Offeror shall then, without delay, make public the
triggering of the obligation to compensate and pay the difference between the
more favorable acquisition terms and the consideration offered in the Tender
Offer within one month after the triggering of the obligation to compensate to
the holders of securities who have accepted the Tender Offer.
The Offeror and Amer Sports have undertaken to follow the Helsinki Takeover Code
issued by the Finnish Securities Market Association as referred to in the
Finnish Securities Market Act.
The Tender Offer is not being made for American Depositary Shares representing
the shares in Amer Sports ("ADSs"), nor for American Depositary Receipts
evidencing such ADSs ("ADRs"). However, the Offer is being made for the shares
underlying the ADSs.
On December 7, 2018, the Board of Directors of Amer Sports resolved to pay
certain cash rewards under the existing performance share plan 2016 of Amer
Sports in respect of the earnings period 2018-2020 to certain members of senior
management of Amer Sports for their business achievements and in order to
enhance their retention in connection with the Tender Offer. New programs or
rewards have not been initiated. The payment of the cash reward is conditional
upon the completion of the Tender Offer and a person entitled to the reward not
resigning before the date that is six months from the date of completion of the
Tender Offer. The maximum amount of the retention reward payable to such members
of senior management is approximately EUR 9 million in the aggregate.
FINANCING
The Offeror has, and will have on the Closing Date of the Tender Offer, access
to debt and equity funding in sufficient amounts, as evidenced in equity
commitment letters executed by Investment Consortium members and/or their
affiliates, to finance the payment of the aggregate Offer Price for all of the
shares in connection with the Tender Offer (including any mandatory redemption
proceedings in accordance with the Finnish Companies Act). The Offeror's
obligation to complete the Tender Offer is not conditional upon availability of
financing (assuming that all the Offer Conditions are otherwise satisfied or
waived by the Offeror).
COMBINATION AGREEMENT
The Combination Agreement between the Offeror, ANTA Sports, FV Fund, Anamered
Investments, Mascot JVCo (Cayman) Limited and Amer Sports sets forth the
principal terms under which the Offeror will make the Tender Offer.
Under the Combination Agreement, the Board of Directors of Amer Sports may not
withdraw, modify, amend, include conditions to or decide not to issue its
recommendation to accept the Tender Offer unless, after taking advice from its
external legal advisor and its external financial advisor, the Board of
Directors, on the basis of its fiduciary duties under Finnish laws and
regulations (including the Helsinki Takeover Code), considers that, due to
materially changed circumstances, the acceptance of the Tender Offer would no
longer be in the best interest of the holders of outstanding shares of Amer
Sports. The Board of Directors may withdraw, modify, amend, include conditions
to or decide not to issue its recommendation to accept the Tender Offer in
accordance with the above in the event of a possible competing or superior offer
only if the Board of Directors has complied with certain agreed customary
procedures allowing the Offeror to negotiate with the Board of Directors in
respect of such competing or superior offer.
Amer Sports has undertaken not to actively, directly or indirectly, solicit or
knowingly encourage a third party to launch a competing offer, except if such
measures are required for the Board of Directors to comply with its fiduciary
duties towards Amer Sports' shareholders under applicable laws or regulations.
The Combination Agreement further includes certain customary representations,
warranties and undertakings by the parties to the Combination Agreement, such as
conduct of business by Amer Sports in the ordinary course of business before the
completion of the Tender Offer, and cooperation by the parties in making
necessary regulatory filings.
The Offeror's intention is to acquire all the issued and outstanding shares in
Amer Sports and cause the shares of Amer Sports to be delisted from Nasdaq
Helsinki as soon as permitted and reasonably practicable under applicable laws
and regulations.
The Combination Agreement may be terminated and the transaction abandoned by
Amer Sports or the Offeror under certain circumstances, including, among other
things,
a. by a mutual written agreement of the parties;
b. by either Amer Sports or the Offeror, if the Closing Date of the Tender
Offer has not occurred on or before 28 June 2019 ("Long Stop Date")
(including due to the failure to satisfy the Offer Conditions by that date),
which may be extended by three (3) months in certain circumstances;
c. by either Amer Sports or the Offeror, if any order that would wholly or in
any material part prevent or postpone the completion of the Tender Offer has
been issued by any court or other authority of competent jurisdiction and
shall have become final and non-appealable;
d. by either Amer Sports or the Offeror, if any new legislation or regulation
preventing the completion of the combination or a material part of it, have
been issued and entered into force;
e. by Amer Sports, if the Board of Directors of Amer Sports has withdrawn,
modified, amended, included conditions to or decided not to issue its
recommendation to accept the Tender Offer in compliance with certain
requirements under the Combination Agreement;
f. by Amer Sports, if the Offeror has not commenced the Tender Offer no later
than within five (5) Helsinki Business Days (as defined in the Combination
Agreement) following approval by the Finnish Financial Supervisory Authority
of the tender offer document or such later date as permitted by the Finnish
Financial Supervisory Authority but not later than the fifteenth (15(th))
Helsinki Business Day following approval by the Finnish Financial
Supervisory Authority of the tender offer document;
g. by Amer Sports, if the Offeror fails to complete the Tender Offer in
accordance with the Combination Agreement once the Offer Conditions have
been satisfied;
h. by the Offeror, if the Board of Directors of Amer Sports has withdrawn,
modified, amended, included conditions to or decided not to issue its
recommendation to accept the Tender Offer (excluding any technical
modification or change of the recommendation required under applicable laws
or the Helsinki Takeover Code as a result of a competing offer so long as
the recommendation to accept the Tender Offer is upheld);
i. by either Amer Sports or the Offeror upon a material breach of any warranty
given or obligation assumed by the parties to the Combination Agreement;
j. by the Offeror if a material adverse change (as defined in the Combination
Agreement) has occurred; and
k. by the Offeror if The Committee on Foreign Investment in the United States
("CFIUS") informs the parties to the Combination Agreement to recommend to
the President of the United States to block or prohibit the combination or
the President of the United States announces a decision to block or prohibit
the combination.
Subject to the terms of the Combination Agreement, the Offeror shall pay to Amer
Sports liquidated damages if the Combination Agreement is terminated in certain
specific circumstances; namely:
(a) EUR 175 million as liquidated damages, if the Combination
Agreement is terminated due to:
(i) failure to satisfy regulatory approvals and requirements in the
PRC before the Long Stop Date;
(ii) disapproval by the shareholders of ANTA Sports for the Tender
Offer;
(iii) the issue of any final and non-appealable court decision in the
PRC that wholly or in any material part prevents or postpones the completion of
the Tender Offer;
(iv) failure on the part of the Offeror to commence the Tender Offer
before a prescribed date or failure to complete the Tender Offer in accordance
with the Combination Agreement once the Offer Conditions have been
satisfied, including if a financing bank fails to provide funding in accordance
with the financing arrangements described above which results in the Offeror
failing to complete the Tender Offer (except to the extent that bank is
insolvent and therefore prohibited from advancing funds by law or regulation);
or
(b) EUR 100 million as liquidated damages, if the Combination Agreement
is terminated due to, amongst other things:
(i) failure to satisfy certain regulatory approvals and requirements
outside the PRC before the Long Stop Date; or
(ii) the issue of any final and non-appealable court or regulatory
authority decision outside the PRC (other than a decision by CFIUS or the
President of the United States pursuant to the applicable foreign investment
laws) that wholly or in any material part prevents or postpones the completion
of the Tender Offer.
(c) EUR 20 million as liquidated damages, if the Combination Agreement
is terminated due to an order issued by CFIUS or the President of the United
States
pursuant to Section 721 of the U.S. Defense Protection Act of
1950 or certain other action by or relating to CFIUS.
Amer Sports has agreed to reimburse expenses incurred by the Offeror up to EUR
15,000,000 in the event of the Combination Agreement is terminated due to
certain reasons specified in the Combination Agreement.
ESCROW ARRANGEMENT
In connection with liquidated damages arrangements under the Combination
Agreement, the Offeror has in place an escrow arrangement. The Offeror has
deposited USD 216.88 million, representing the amount of liquidated damages of
EUR 175 million with a buffer of 9 percent, in an escrow account with an
independent third party escrow bank. Such escrow amount was advanced by ANTA
Sports to the Offeror pursuant to a loan agreement and security agreements
executed by ANTA Sports and the Offeror. If the Combination Agreement is
terminated due to certain events as described above the Offeror and Amer Sports
will jointly instruct the third party escrow bank to release the applicable
amount of liquidated damages to Amer Sports, subject to the terms of the
Combination Agreement and the escrow agreement between the Offeror, Amer Sports
and the third party escrow bank.
ADVISORS
Citigroup is acting as the exclusive financial advisor and Freshfields Bruckhaus
Deringer LLP as the international legal advisor, Roschier, Attorneys Ltd. as the
Finnish legal advisor and Fangda Partners as the Chinese legal advisor to ANTA
Sports, FountainVest and the Offeror in connection with the Tender Offer.
Morgan, Lewis & Bockius LLP acts as the Hong Kong legal advisor to ANTA Sports,
Kirkland Ellis acts as the international legal advisor to FountainVest and Paul,
Weiss, Rifkind, Wharton & Garrison LLP acts as the international legal advisor
to Tencent. Nordea Bank Abp acts as the Lead Manager of the Tender Offer.
Goldman Sachs International is acting as the exclusive financial advisor and
White & Case LLP as the legal advisor to Amer Sports in connection with the
Tender Offer.
MEDIA AND INVESTOR ENQUIRIES:
ANTA Sports:
Cora Wan
Tel. +852 98774860
consortium@hkstrategies.com
FountainVest:
Cora Wan
Tel. +852 98774860
consortium@hkstrategies.com
Amer Sports:
Samppa Seppälä, Head of Corporate Communications and IR
Tel. +358 50 568 0533
samppa.seppala@amersports.com
ABOUT ANTA SPORTS
The ANTA brand was established in 1991, and ANTA Sports Products Limited (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
FV Fund is a limited partnership established under the laws of Cayman Islands
offering limited partnership interests for the purposes of the Tender Offer and
whose principal business is investment holding. The general partner of FV Fund
is FV Babylon Partners GP Ltd which is ultimately controlled by FountainVest.
Founded in 2007, 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 United States. 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 USD 5.0 billion.
ABOUT ANAMERED INVESTMENTS INCORPORATION
Anamered Investments Incorporation 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 businesses Mr. Wilson has
invested in privately 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 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 our partners' business growth. Tencent
seeks to evolve with the Internet by investing in people and innovation.
ABOUT AMER SPORTS
Amer Sports Corporation 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.
Additional Information
On the date of this announcement, ANTA Sports has published a stock exchange
release regarding the Tender Offer as required under the Hong Kong Listing
Rules, which is attached to this announcement (in English) as Appendix 1.
Forward-Looking Statements
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.
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.
Other matters
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.
Citigroup Global Markets Asia Limited, an entity organized and regulated in Hong
Kong, is acting exclusively for its clients 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 its clients for providing the protections
afforded to its clients, or for giving advice in connection with the Tender
Offer or any matter or arrangement referred to in this announcement.
DISTRIBUTION
Nasdaq Helsinki
Main media
www.amersports.com
AMER SPORTS
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).
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