Investor Consortium announces voluntary recommended public cash tender offer for all shares in Amer Sports
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 isa 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,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,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,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.
