Share Issue/Capital Change • Apr 1, 2019
Share Issue/Capital Change
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Mascot Bidco Oy to Commence Redemption Proceedings in Respect of the Amer Sports Corporation Minority Shares
Amer Sports Corporation
STOCK EXCHANGE RELEASE
April 1, 2019 at 8:00 p.m. (EET)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Mascot Bidco Oy to Commence Redemption Proceedings in Respect of the Amer Sports
Corporation Minority Shares
Mascot Bidco Oy (the "Offeror") commenced on December 20, 2018 a voluntary
public cash tender offer recommended by the Board of Directors of Amer Sports
Corporation ("Amer Sports") to purchase all the issued and outstanding shares in
Amer Sports that are not held by Amer Sports or any of its subsidiaries (the
"Tender Offer"). The acceptance period of the Tender Offer commenced on December
20, 2018 and expired on March 7, 2019. The Offeror announced on March 12, 2019
that it will complete the Tender Offer in accordance with its terms and
conditions. In addition, the Offeror commenced a subsequent offer period on
March 13, 2019, which expired on March 27, 2019.
The Offeror has notified Amer Sports that it holds more than nine-tenths (9/10)
of all the shares and votes in Amer Sports, and that it therefore has the right
and obligation under Chapter 18, Section 1 of the Finnish Companies Act to
redeem the shares held by other Amer Sports shareholders at fair value.
According to the Offeror's notice, the Offeror holds a total of 109,430,925
shares in Amer Sports, corresponding to more than 94 percent of all the shares
and votes in Amer Sports (excluding shares held by Amer Sports or any of its
subsidiaries).
The Offeror has decided to exercise its redemption right pursuant to the Finnish
Companies Act and to redeem all shares held by any other remaining shareholders
in Amer Sports (the "Shares" and each of them separately, a "Share"). To
implement the redemption of the Shares, the Offeror will initiate arbitration
proceedings as provided in the Finnish Companies Act. In such arbitration
proceedings, the Offeror will demand that the redemption price for the shares is
EUR 40.00 per Share, which is the same price as the consideration paid by the
Offeror in the Tender Offer.
According to the Offeror's notice, any Finnish transfer tax deriving from the
redemption of the Shares as well as the payments and charges arising from the
book-entry registrations carried out as a consequence of the redemption will be
borne by the Offeror.
For further information, please contact:
Samppa Seppälä, Head of Corporate Communications and IR
Amer Sports Corporation
Tel. +358 50 568 0533
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).
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.
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