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Amer Sports, Inc.

M&A Activity Dec 17, 2018

30308_rns_2018-12-17_890fb860-7884-4df9-9533-fc8ff1dda25f.html

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Statement of the Board of Directors of Amer Sports Corporation regarding the voluntary public cash tender offer by Mascot Bidco Oy

Statement of the Board of Directors of Amer Sports Corporation regarding the voluntary public cash tender offer by Mascot Bidco Oy

Amer Sports Corporation
STOCK EXCHANGE RELEASE
December 17, 2018 at 10:00 a.m.

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.

Statement of the Board of Directors of Amer Sports Corporation regarding the
voluntary public cash tender offer by Mascot Bidco Oy

On December 7, 2018, Mascot Bidco Oy (the "Offeror") announced that it will make
a voluntary public cash tender offer to acquire all of the issued and
outstanding shares in Amer Sports Corporation ("Amer Sports" or the "Company")
that are not held by Amer Sports or any of its subsidiaries (the "Shares") (the
"Tender Offer").

The Board of Directors of the Company (the "Amer Sports Board") has decided to
issue the statement below regarding the Tender Offer as required by the Finnish
Securities Markets Act.

Tender Offer in Brief

The Offeror is a Finnish private limited company incorporated under the laws of
Finland. Currently, the Offeror is indirectly wholly-owned by Mascot JVCo
(Cayman) Limited ("JVCo"). JVCo was incorporated to be the holding company in
the acquisition structure and is currently wholly-owned by ANLLIAN Sports
Products Limited ("ANTA SPV"), a special purpose vehicle directly wholly-owned
by ANTA Sports. The Offeror will eventually be an indirect wholly-owned
subsidiary of ANTA Sports Products Limited ("ANTA Sports"), FV Mascot JV, L.P.
(an investment vehicle managed by FountainVest Partners ("FountainVest")) ("FV
Fund") and Anamered Investments Incorporation ("Anamered Investments"). ANTA
Sports, FV Fund, Anamered Investments and Tencent Holdings Limited ("Tencent")
(which will invest through Mount Jiuhua Investment Limited ("Tencent SPV") as a
limited partner in FV Fund) together form an investor consortium (the "Investor
Consortium") for the purposes of the Tender Offer. The Investor Consortium has
agreed that, before completion of the Tender Offer, ANTA Sports will indirectly
through ANTA SPV own 57.95 percent, FV Fund will own 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 15.77
percent and 5.63 percent), and Anamered Investments will own 20.65 percent of
the shares in the Offeror.

The Offeror, ANTA Sports, FV Fund, Anamered Investments, JVCo and Amer Sports
have on December 7, 2018 entered into a combination agreement (the "Combination
Agreement") setting out, among other things, the main terms and conditions
pursuant to which the Tender Offer will be made by the Offeror.

The Tender Offer will be made in accordance with the terms and conditions of the
tender offer document expected to be published by the Offeror on or about
December 20, 2018 (the "Tender Offer Document").

The offer price is EUR 40.00 in cash for each share in Amer Sports validly
tendered into the Tender Offer (the "Offer Price"). The Offer Price represents a
premium of:

*           approximately 39 percent compared to the closing price of the
shares in Amer Sports on Nasdaq Helsinki Ltd ("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;
*          approximately 43 percent compared to the volume-weighted average
trading price of the shares in Amer Sports on Nasdaq Helsinki during the
three-month trading period prior to and up to the Original Disclosure Date;
*          approximately 63 percent compared to the volume-weighted average
trading price of the shares in Amer Sports on Nasdaq Helsinki during the 12-
month trading period prior to and up to the Original Disclosure Date;
*         approximately 14 percent compared to the closing price of the shares
in Amer Sports on Nasdaq Helsinki on December 5, 2018, the last trading day
before the stock exchange release announcing the Tender Offer dated December
7, 2018; and
*  approximately 44 percent compared to the volume-weighted average trading
price of the shares in Amer Sports on Nasdaq Helsinki during the 12-month
period preceding the date of the stock exchange release announcing the
Tender Offer dated December 7, 2018.
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 completion of the Tender Offer is subject to the satisfaction or waiver by
the Offeror of certain conditions on or prior to the Offeror'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 the Offeror having gained control of more than 90 percent of
the issued and outstanding shares and voting rights in Amer Sports.

The Offeror has, and will have on the twelfth (12(th)) business day following
the announcement of the final result of the Tender Offer (the "Closing Date"),
access to debt and equity financing in sufficient amounts, as evidenced in
equity commitment letters executed by Investor 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).

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.

Background for the Statement

Pursuant to the Finnish Securities Markets Act, the Amer Sports Board must
prepare a public statement regarding the Tender Offer.

The statement must include a well-founded assessment of the Tender Offer from
the perspective of Amer Sports and its shareholders as well as of the strategic
plans presented by the Offeror in the Tender Offer Document and their likely
effects on the operations of, and employment at, Amer Sports.

For the purposes of issuing this statement, the Offeror has submitted to the
Amer Sports Board a draft version of the Finnish language Tender Offer Document
in the form in which the Offeror has filed it with the Finnish Financial
Supervisory Authority for approval on December 11, 2018 (the "Draft Tender Offer
Document").

In preparing its statement, the Amer Sports Board has relied on information
provided in the Draft Tender Offer Document by the Offeror and certain other
information provided by the Offeror and has not independently verified this
information. Accordingly, the Amer Sports Board's assessments of the
consequences of the Tender Offer on Amer Sports' business and employees should
be treated with caution.

Assessment Regarding Strategic Plans Presented by the Offeror in the Draft
Tender Offer Document and Their Likely Effects on the Operations of, and
Employment at, Amer Sports

Information given by the Offeror in the Draft Tender Offer Document

The Amer Sports Board has assessed the Offeror's strategic plans based on the
statements made in the Company's and the Offeror's announcement regarding the
Tender Offer published on December 7, 2018 and the Draft Tender Offer Document.

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 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.

Board Assessment

The Amer Sports Board believes that the Investor Consortium's potential to
contribute further capital and resources to the business of Amer Sports will
benefit the activities of Amer Sports in the future. With the support and
experience of the Investor Consortium, the Amer Sports Board believes that Amer
Sports can accelerate the expansion of its businesses in the Chinese market in
particular. The Amer Sports Board also notes the Investor Consortium's
statements in relation to investing capital and resources in product development
and human talent on a global basis.

The Investor Consortium has stated that it plans for Amer Sports to be operated
independently from ANTA Sports, with a separate Board of Directors. 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 Amer Sports Board considers that the information on the Offeror's strategic
plans concerning Amer Sports included in the Draft Tender Offer Document is of a
general nature. However, based on the information presented to Amer Sports and
the Amer Sports Board, the Amer Sports Board believes that the completion of the
Tender Offer is not expected to have any immediate material effects on Amer
Sports' operations and business locations or the position of the employees of
Amer Sports.

On the date of this statement, the Amer Sports Board has not received any formal
statements as to the effects of the Tender Offer to the employment at Amer
Sports from Amer Sports' employees.

Assessment Regarding Financing Presented by the Offeror in the Draft Tender
Offer Document

Information given by the Offeror in the Draft Tender Offer Document

The Amer Sports Board has assessed the Offeror's financing based on the below
statements made in the Company's and the Offeror's announcement regarding the
Tender Offer published on December 7, 2018 and the Draft Tender Offer Document.
Further, the Company's legal counsel White & Case LLP has reviewed the Offeror's
principal financing documents.

Pursuant to the Draft Tender Offer Document, 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
Investor 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).

The Offeror's Representations and Warranties in the Combination Agreement

In the Combination Agreement, the Offeror and the members of the Investor
Consortium represent and warrant to Amer Sports that the Offeror has secured
necessary and adequate financing such that, on the Closing Date it will have
sufficient funds (in the form of cash available under credit facilities, equity
subscription agreements and shareholder loans, which are not subject to any
availability or draw down conditions (other than conditions that are customary
for a UK acquisition financing on a "certain funds" basis in relation to
transactions governed by the City Code on Takeovers and Mergers, a condition
that all the conditions for the completion of the Tender Offer are satisfied (or
waived by the Offeror), or a condition the satisfaction of which is within the
control of the Offeror), in order to pay the aggregate Offer Price for all of
the Shares in connection with the Tender Offer and in connection with the
mandatory redemption proceedings. The Offeror's obligation to complete the
Tender Offer is not conditional upon availability of financing (assuming that
all the conditions for the completion of the Tender Offer are otherwise
satisfied (or waived by the Offeror)).

Board Assessment

Based on the information made available by the Offeror to the Company, the Amer
Sports Board believes that the Offeror has secured necessary and adequate
financing such that the Offeror will have sufficient funds in the form of cash
available under credit facilities, equity subscription agreements and
shareholder loans in order to pay the aggregate Offer Price in connection with
the Tender Offer and in connection with the mandatory redemption proceedings.

Assessment of the Tender Offer from the Perspective of Amer Sports and its
Shareholders

When evaluating the Tender Offer, analyzing alternative opportunities available
to Amer Sports and concluding on its statement, the Amer Sports Board has
considered several factors, including, but not limited to, Amer Sports' recent
financial performance, current position and future prospects, the historical
performance of the trading price of Amer Sports' share, the conditions for the
Company and the Offeror to complete the Tender Offer, and the Offeror's
obligation to pay liquidated damages in case of the Offeror's failure to
commence or to complete the Tender Offer.

The Amer Sports Board's assessment of continuing the business operations of Amer
Sports as an independent company has been based on reasonable future-oriented
estimates, which include various uncertainties, whereas the Offer Price and the
premium included therein is not subject to any uncertainty other than the
fulfillment of the conditions to completion of the Tender Offer.

In order to support its assessment of the Tender Offer, the Amer Sports Board
has received a fairness opinion, dated December 7, 2018, concerning the Offer
Price (the "Fairness Opinion") from Amer Sports' financial advisor, Goldman
Sachs International. The Fairness Opinion is attached as Appendix 1 to this
statement.

The Amer Sports Board believes that the consideration offered by the Offeror to
the shareholders is fair to the shareholders based on its assessment of the
matters and factors, which the Amer Sports Board has concluded to be material in
evaluating the Tender Offer. These matters and factors include, but are not
limited to:

*  the information and assumptions on the business operations and financial
condition of Amer Sports as at the date of this statement and their expected
future development;
* the premium being offered for the Shares;
* the historical trading price of Amer Sports' share;
* valuation multiples of Amer Sports' share compared to the industry multiples
before the announcement of the Tender Offer;
* valuations and analysis made and commissioned by the Amer Sports Board as
well as discussions with external financial advisors; and
* the Fairness Opinion issued by Goldman Sachs International.
In addition, the Amer Sports Board considers the Offer Price level to positively
affect the ability of the Offeror to gain control of more than 90 percent of the
Shares and thereby help successfully complete the Tender Offer.

Furthermore, the Amer Sports Board considers that the reverse break fee payable
by the Offeror under the Combination Agreement in certain circumstances provides
reasonable protection for Amer Sports in the event the Combination Agreement is
terminated in certain circumstances.

The Amer Sports Board has concluded that the relevant business prospects of Amer
Sports would provide opportunities for Amer Sports to develop its business as an
independent company for the benefit of Amer Sports and its shareholders.
However, taking into consideration the risks and uncertainties associated with
such stand-alone approach as well as the terms and conditions of the Tender
Offer included in the Draft Tender Offer Document, the Amer Sports Board has
concluded that the Tender Offer is a favorable alternative for the shareholders.

Recommendation of the Amer Sports Board

The Amer Sports Board has carefully assessed the Tender Offer and its terms and
conditions based on the Draft Tender Offer Document, the Fairness Opinion, and
other available information.

Based on the foregoing, the Amer Sports Board considers that the Tender Offer
and the amount of the Offer Price are, under the prevailing circumstances, fair
to Amer Sports' shareholders.

Given the above-mentioned viewpoints, the Amer Sports Board unanimously
recommends that the shareholders of Amer Sports accept the Tender Offer.

All members of the Amer Sports Board have participated in the decision-making
concerning this statement. The evaluation of independence of the members of the
Amer Sports Board is available on the website of Amer Sports.

Certain Other Matters

The Amer Sports Board notes that the transaction may, as is common in such
processes, involve unforeseeable risks.

The Amer Sports Board notes that the shareholders of Amer Sports should also
take into account the potential risks related to non-acceptance of the Tender
Offer. If the acceptance condition of more than 90 percent of the Shares and
votes is waived, the completion of the Tender Offer would reduce the number of
Amer Sports' shareholders and the number of shares, which would otherwise be
traded on Nasdaq Helsinki. Depending on the number of Shares validly tendered in
the Tender Offer, this could have an adverse effect on the liquidity and value
of the shares in Amer Sports. Furthermore, pursuant to the Finnish Companies
Act, a shareholder that holds more than two-thirds of the shares and voting
rights carried by the shares in a company has sufficient voting rights to decide
upon certain corporate transactions, including, but not limited to, a merger of
the company into another company, an amendment of the articles of association of
the company and an issue of shares in the company in deviation from the
shareholders' pre-emptive subscription rights.

Pursuant to Chapter 18 of the Finnish Companies Act, a shareholder that holds
more than 90 percent of all shares and votes in a company shall have the right
to acquire and, subject to a demand by other shareholders, also be obligated to
redeem the shares owned by the other shareholders. In such case, the Shares held
by Amer Sports' shareholders, who have not accepted the Tender Offer, may be
redeemed through redemption proceedings under the Finnish Companies Act in
accordance with the conditions set out therein.

Amer Sports has undertaken to comply with the Helsinki Takeover Code referred to
in Chapter 11, Section 28 of the Finnish Securities Markets Act.

This statement of the Amer Sports Board does not constitute investment or tax
advice, and the Amer Sports Board does not specifically evaluate herein the
general price development or the risks relating to the shares in general.
Shareholders must independently decide whether to accept the Tender Offer, and
they should take into account all the relevant information available to them,
including information presented in the Tender Offer Document and this statement
as well as any other factors affecting the value of the shares.

Amer Sports has appointed Goldman Sachs International as financial adviser and
White & Case LLP as legal adviser in connection with the Tender Offer.

The Board of Directors of Amer Sports Corporation

Appendix 1: Fairness Opinion

Further information, please contact:
Amer Sports:

Samppa Seppälä, Head of Corporate Communications and IR
Tel. +358 50 568 0533
[email protected]

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).

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.

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