Amer Sports announces a EUR 150 million Rights Offering
(Thomson Reuters ONE) - STOCK EXCHANGE RELEASESeptember 1, 2009 at 9:30 amNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN,SOUTH AFRICA OR THE UNITED STATES.Amer Sports Corporation ("Amer Sports" or the "Company") todayannounced that, as part of its measures to improve its balance sheet,its Board of Directors has decided to undertake a share offering toraise net proceeds of approximately EUR 150 million through anunderwritten discounted issue of new ordinary shares with pre-emptiverights for existing shareholders (the "Rights Offering"). Theproceeds from the Rights Offering will be used to strengthen AmerSports' financial position and to improve the Company's operationaland strategic flexibility. The Rights Offering is subject toshareholder approval at an Extraordinary General Meeting scheduled tobe held on September 23, 2009. J.P. Morgan and Pohjola are acting asJoint Global Coordinators, Joint Lead Managers and Joint Bookrunnersfor the contemplated Rights Offering.Key Highlights* The Rights Offering is fully underwritten through a combination of irrevocable commitments to subscribe from certain shareholders of Amer Sports and, subject to customary terms, conditions and agreements, underwriting commitments from J.P. Morgan and Pohjola.* Shareholders in aggregate representing 46% of the outstanding shares of Amer Sports (Silchester International Investors Limited, Governance for Owners LLP, Orkla ASA, The Land and Water Technology Foundation, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, The State Pension Fund, Tapiola Mutual Pension Insurance Company and Etera Mutual Pension Insurance Company) have expressed their intention to vote in favor of the Rights Offering at the Extraordinary General Meeting of shareholders and their intention to subscribe for their pro rata entitlement of new shares offered for subscription in the Rights Offering.* Subject to the approval of the Rights Offering by the Extraordinary General Meeting of shareholders on September 23, 2009, the terms of the Rights Offering, including the number of shares to be issued and the subscription price to be paid for the new shares, are expected to be determined by the Board of Directors of Amer Sports and announced on or about September 24, 2009.* The subscription period for the Rights Offering is expected to be from October 5 up to and including October 19, 2009.Roger Talermo, President and CEO"In our Q2 results announcement, we stated that our key priority in2009 is on strengthening Amer Sports' balance sheet. Besides theoperational measures we are working on, the Rights Offering plays akey role in this respect and it enables the Company to execute on itsstrategy."Background to and Reasons for the Rights OfferingThe management of Amer Sports believes that in the currentmacroeconomic environment, a clearly stronger balance sheet would beappropriate to effectively implement the Company's strategy. As ofDecember 31, 2008, Amer Sports' net gearing was 121%. The RightsOffering will strengthen the balance sheet so that the gearing wouldhave been 71% on a pro forma basis as of December 31, 2008.Amer Sports has promptly reacted to the macroeconomic recession andthe weak demand following the mild winter 2006/2007 by seekingfurther cost efficiencies in its organization and by focusing onreducing inventories and receivables. In addition, the Company hascompleted two large restructuring projects over the past three yearsincluding the integration of Salomon into Amer Sports and thecreation of a new business model in Winter Sports Equipment.Furthermore, Amer Sports is considering alternatives to focus itsbusiness portfolio more towards categories where it believes it hasthe best long-term opportunities and where the best group-widesynergies can be achieved.The management of Amer Sports believes that strengthening theCompany's balance sheet is a pro-active step which will provide AmerSports with more financial, strategic and operational flexibility:* Strengthening the balance sheet by paying down existing debt is expected to position Amer Sports to receive more attractive terms when its existing debt maturities draw closer and need to be refinanced, thereby providing Amer Sports with more financial flexibility.* Amer Sports' management believes that a stronger balance sheet improves the Company's operational flexibility by enabling the Company to continue implementing its growth strategy by further leveraging its key brands through new line-extensions and continued product innovations as well as through geographical expansion into new markets. It would also support the Company's strategy in getting closer to the consumer by opening additional brand stores and through online channels.* Amer Sports' management believes that a stronger balance sheet enables the Company to further improve its operational efficiency and profitability by further developing its logistics and integrated IT system, which are expected to result in more transparent and efficient business processes.* Amer Sports' management is considering different alternatives to focus the business portfolio in order to have sufficient resources for its core businesses. A stronger balance sheet will increase the Company's strategic flexibility.To conclude, management of Amer Sports is committed to continue tostrengthen the balance sheet by reinforcing capital allocationdiscipline, by continued emphasis on free cash flow and by completingits review of the role of Amer Sports' business areas.Principal Terms of the Rights OfferingThe total net proceeds from the Rights Offering, after estimatedaggregate fees and expenses, are expected to be approximately EUR 150million. The terms of the Rights Offering, including the number ofshares to be issued and the subscription price to be paid for the newshares, are scheduled to be determined by the Board of Directors onor about September 24, 2009.The Rights Offering is fully underwritten through a combination ofirrevocable commitments to subscribe from certain shareholders ofAmer Sports and, subject to customary terms, conditions andagreements, underwriting commitments from J.P. Morgan and Pohjola.Shareholders in aggregate representing 46% of the outstanding sharesof Amer Sports (Silchester International Investors Limited,Governance for Owners LLP, Orkla ASA, The Land and Water TechnologyFoundation, Ilmarinen Mutual Pension Insurance Company, Varma MutualPension Insurance Company, The State Pension Fund, Tapiola MutualPension Insurance Company and Etera Mutual Pension Insurance Company)have expressed their intention to vote in favor of the RightsOffering at the Extraordinary General Meeting of shareholders andtheir intention to subscribe for their pro rata entitlement of newshares offered for subscription in the Rights Offering.The new shares will rank pari passu in all respects with the existingshares of Amer Sports, including the right to all future dividendsand other distributions declared after the date of registration ofthe new shares with the Finnish Trade Register.The Extraordinary General Meeting of shareholders is scheduled to beheld on September 23, 2009 at Amer Sports Headquarters in Helsinki.The notice for the Extraordinary General Meeting of shareholders waspublished in a separate press release today. The proposal from theBoard of Directors regarding the authorization for the RightsOffering and other information relating to the proposal will be madeavailable on Amer Sports' website www.amersports.com.Preliminary Timetable for the Rights OfferingThe timing of events is indicative. All dates refer to 2009.- September 23 Extraordinary General Meeting of shareholders to authorize the Board of Directors to undertake the Rights Offering- September 24 Board of Directors to resolve on the more detailed terms of the Rights Offering, including the number of shares to be issued and the subscription price to be paid for the new shares- September 25 First day of trading in the Amer Sports shares after detachment of subscription rights- September 28 Publication of a prospectus relating to the Rights Offering- September 29 Record day for participating in the Rights Offering- October 5-19 Subscription period- October 20 Announcement of preliminary outcome of the Rights Offering- October 23 Announcement of the final outcome of the Rights OfferingInternational Telephone Conference for Investors, Analysts and thePressAn English-language telephone conference call will be held September1, 2009 at 1:00 p.m. Finnish time (11:00 a.m. UK-time). Toparticipate in the conference call, please dial-in a few minutesprior to the start +358 2069 9120, meeting code 950406#.Helsinki, September 1, 2009AMER SPORTS CORPORATIONBoard of DirectorsFor more information, please contact:Tommy Ilmoni, Vice President, IR and Corporate Communications,Tel. +358 9 7257 8233, tommy.ilmoni(at)amersports.comwww.amersports.comDISTRIBUTION:NASDAQ OMX HelsinkiMajor mediawww.amersports.comAMER SPORTS CORPORATIONAmer Sports (www.amersports.com) is one of world's leading sportsequipment company with internationally recognized brands, includingSalomon, Wilson, Precor, Atomic, Suunto, Mavic and Arc'teryx. AllAmer Sports companies develop and manufacture technically advancedproducts that improve the performance of active sports participants.The Group's business is balanced by its broad portfolio of sports andpresence in all major markets.DISCLAIMER:J.P. Morgan and Pohjola are acting exclusively for Amer Sports and noone else in connection with the Rights Offering. They will not regardany other person (whether or not a recipient of this release) astheir respective clients in relation to the Rights Offering and willnot be responsible to anyone other than Amer Sports for providing theprotections afforded to their respective clients, nor for givingadvice in relation to the Rights Offering or any transaction orarrangement referred to herein. No representation or warranty,express or implied, is made by J.P. Morgan or Pohjola as to theaccuracy, completeness or verification of the information set forthin this release, and nothing contained in this release is, or shallbe relied upon as, a promise or representation in this respect,whether as to the past or the future. J.P. Morgan and Pohjola assumeno responsibility for its accuracy, completeness or verification and,accordingly, disclaim, to the fullest extent permitted by applicablelaw, any and all liability which they may otherwise be found to havein respect of this release. This document is an advertisement for thepurposes of applicable measures implementing Directive 2003/71/EC(such Directive, together with any applicable implementing measuresin the relevant home Member State under such Directive, the"Prospectus Directive"). A prospectus prepared pursuant to theProspectus Directive will be published in connection with anyoffering of securities, and will be available at subscriptionlocations in Finland.The information contained herein is not for release, publication ordistribution, directly or indirectly, in whole or in part, in or intoAustralia, Canada, Hong Kong, Japan, South Africa or the UnitedStates. The information contained herein does not constitute an offerof securities for sale in the United States, nor may the securitiesbe offered or sold in the United States absent registration or anexemption from registration as provided in the United StatesSecurities Act of 1933, as amended, and the rules and regulationsthereunder. There is no intention to register any portion of theoffering in the United States or to conduct a public offering of anysecurities in the United States.The information contained herein shall not constitute an offer tosell or the solicitation of an offer to buy, nor shall there be anysale of the securities referred to herein in any jurisdiction inwhich such offer, solicitation or sale would be unlawful prior toregistration, exemption from registration or qualification under thesecurities laws of any such jurisdiction.This communication does not constitute an offer of securities to thepublic in the United Kingdom. No prospectus has been or will beapproved in the United Kingdom in respect of the securities.Consequently, this communication is directed only at (i) persons whoare outside the United Kingdom, (ii) persons who have professionalexperience in matters relating to investments falling within Article19(1) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (the "FP Order") and (iii) high net worthentities falling within Article 49(2) of the FP Order, and otherpersons to whom it may lawfully be communicated, (all such personstogether being referred to as "relevant persons"). Any investmentactivity to which this communication relates will only be availableto, and will only be engaged with, relevant persons. Any person whois not a relevant person should not act or rely on this document orany of its contents.Any offer of securities to the public that may be deemed to be madepursuant to this communication in any EEA Member State that hasimplemented the Prospectus Directive is only addressed to qualifiedinvestors in that Member State within the meaning of the ProspectusDirective.Copies of this announcement are not being made and may not bedistributed or sent into Australia, Canada, Hong Kong, Japan, SouthAfrica or the United States.http://hugin.info/3020/R/1338528/319405.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 01.09.2009 - 08:31 Uhr
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