Amer Sports announces the terms and conditions of its Rights Offering
(Thomson Reuters ONE) - STOCK EXCHANGE RELEASESeptember 24, 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.* A rights offering to raise gross proceeds of approximately EUR 160 million through an underwritten discounted issue of new shares (collectively, the "Offer Shares") with pre-emptive rights to existing shareholders of Amer Sports Corporation ("Amer Sports" or the "Company") (the "Rights Offering")* Subscription price of EUR 3.30 per Offer Share* Two (2) new shares for every three (3) existing shares held (2 to 3)* Shares will trade ex-rights from September 25, 2009 and the record date for the Rights Offering will be September 29, 2009* Trading in subscription rights commences on October 5, 2009 and ends on October 12, 2009* Subscription period for the Rights Offering will commence on October 5, 2009 and end on October 19, 2009OverviewBased on the authorization given by the Extraordinary General Meetingof shareholders of Amer Sports on September 23, 2009, Amer Sports'Board of Directors has resolved to offer up to 48,471,734 OfferShares for subscription with pre-emptive rights to existingshareholders. Shareholders who are registered in the shareholders'register on the record date of September 29, 2009 will be entitled tosubscribe for two Offer Shares per three existing ordinary sharesheld. The subscription price will be EUR 3.30 per Offer Share. Thiscorresponds to an implied discount of approximately 40 percent to thetheoretical ex-rights price, based on the closing price of AmerSports' share listed on NASDAQ OMX Helsinki on September 23, 2009.Following the rights offering, provided the Offer Shares aresubscribed for in full, the Offer Shares are expected to representapproximately 39.9 percent of Amer Sports' shares and votes carriedby all shares.Amer Sports' shares will trade excluding subscription rights(ex-rights) from September 25, 2009. Each existing share entitles theholder to one subscription right, and three subscription rightsentitle the holder to subscribe for two Offer Shares. The Company hassubmitted a prospectus for the approval of the Finnish FinancialSupervisory Authority, and the prospectus is expected to be madepublic on or about September 28, 2009. An information brochuredescribing the key elements of the Rights Offering will be sent toAmer Sports' shareholders in Finland.The subscription period for the Offer Shares and trading in thesubscription rights commences on October 5, 2009, with trading in thesubscription rights on the NASDAQ OMX Helsinki ending October 12,2009. The subscription period for the Rights Offering ends on October19, 2009. In addition, holders of subscription rights may apply tosubscribe for Offer Shares in excess of their entitlement pursuant tothe subscription rights, and other investors who do not holdsubscription rights may also apply to subscribe for any Offer Sharesthat have not been subscribed for pursuant to subscription rights. Tothe extent Offer Shares have not been fully subscribed for byshareholders exercising their subscription rights, Offer Shares willbe allocated first to shareholders holding Subscription Rights whoapplied to subscribe for Offer Shares in excess of their entitlementand second to investors who do not hold subscription rights butapplied to subscribe for Offer Shares.A preliminary announcement regarding the outcome of the RightsOffering is expected to be made on or about October 20, 2009, and anannouncement regarding the final outcome of the Rights Offering isexpected to be made on or about October 23, 2009.Assuming all the Offer Shares are subscribed for, the gross proceedsreceived by Amer Sports from the Rights Offering will beapproximately EUR 160 million. Amer Sports expects to payapproximately EUR 8 million in fees and expenses in connection withthe Rights Offering, resulting in net proceeds of approximately EUR152 million. Amer Sports intends to use the proceeds from the RightsOffering to strengthen its balance sheet by reducing amounts drawnunder its long-term credit facilities and to improve its operationaland strategic flexibility.Subscription commitments and underwritingA group of Amer Sports' shareholders, in the aggregate representing13 percent of the Company's shares, including Governance for OwnersLLP, Varma Mutual Pension Insurance Company, The State Pension Fund,Etera Mutual Pension Insurance Company and Tapiola Mutual PensionInsurance Company (together, the "Committed Shareholders") haveirrevocably undertaken to subscribe for their pro rata entitlement ofthe Offer Shares.In addition, shareholders, in the aggregate representing 33 percentof the Company's shares, including Silchester International InvestorsLimited, Orkla ASA, Land and Water Technology Foundation andIlmarinen Mutual Pension Insurance Company, have expressed theirintention to subscribe for their pro rata entitlement of the OfferShares. To the extent Offer Shares have not been subscribed for byAmer Sports' existing shareholders or other investors who applied tosubscribe for Offer Shares, J.P. Morgan and Pohjola Corporate Financehave severally agreed to procure subscribers for such Offer Shares,failing which J.P. Morgan and Pohjola Bank have severally agreed tosubscribe themselves for the remaining Offer Shares, subject tocustomary terms and conditions. The respective obligations of J.P.Morgan, Pohjola Corporate Finance and Pohjola Bank do not cover OfferShares undertaken to be subscribed for by the Committed Shareholders.The full terms and conditions of the Rights Offering are set out inthe appendix to this release.J.P. Morgan and Pohjola Corporate Finance are acting as Joint GlobalCoordinators, Joint Lead Managers and Joint Bookrunners for theRights Offering.Helsinki, September 24, 2009AMER SPORTS CORPORATIONBoard of DirectorsFor further information, please contact:Tommy Ilmoni, Vice President, IR and Corporate Communications, tel.+358 9 7257 8233DISTRIBUTION: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 and no oneelse in connection with the Rights Offering. They will not regard anyother person (whether or not a recipient of this release) as theirrespective clients in relation to the Rights Offering and will not beresponsible 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 or any such statement. This document is anadvertisement for the purposes of applicable measures implementingDirective 2003/71/EC (such Directive, together with any applicableimplementing measures in the relevant home Member State under suchDirective, the "Prospectus Directive"). A prospectus preparedpursuant to the Prospectus Directive will be published in connectionwith any offering of securities, and will be available atsubscription locations in Finland.The information contained herein is not for release, publication ordistribution, directly or indirectly, in or into Australia, Canada,Hong Kong, Japan, South Africa or the United States. The informationcontained herein does not constitute an offer of securities for salein the United States, nor may the securities be offered or sold inthe United States absent registration or an exemption fromregistration as provided in the United States Securities Act of 1933,as amended, and the rules and regulations thereunder. There is nointention to register any portion of the offering in the UnitedStates or to conduct a public offering of any securities in theUnited 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(5) 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.APPENDIXTERMS AND CONDITIONS OF THE OFFERINGOverview of the OfferingThe Extraordinary General Meeting of Shareholders of Amer SportsCorporation ("Amer Sports" or the "Company") resolved on September23, 2009 to authorize the Company's Board of Directors to undertake ashare issue for consideration entitling the shareholders to subscribefor new shares in the Company in proportion to their priorshareholding. The authorization provides that a maximum of150,000,000 new shares may be issued in the share issue andauthorizes the Company's Board of Directors to determine the otherterms and conditions of the share issue.On the basis of the authorization given by the Extraordinary GeneralMeeting of Shareholders of Amer Sports, on September 24, 2009, theCompany's Board of Directors resolved to issue up to 48,471,734 newshares (the "Offer Shares") through a share issue based on thepre-emptive subscription right of shareholders (the "Offering"), inaccordance with the terms and conditions presented below.Provided that the Offering is subscribed for in full, the OfferShares represent approximately 66.4 percent of the Company's sharesand votes carried by all shares prior to the Offering andapproximately 39.9 percent of the Company's shares and votes carriedby all shares after the Offering.Subscription RightThe Offer Shares will be offered to the Company's shareholders inproportion to their shareholding. The Company's shareholders, who areregistered in the shareholders' register maintained by EuroclearFinland Ltd on the record date, September 29, 2009 (the "RecordDate"), shall receive one (1) subscription right in the form of abook-entry entitling its holder to subscribe for Offer Shares foreach share of the Company held on the Record Date (the "SubscriptionRight") (ISIN code FI4000005434, trading code AMEASU0109). Theexisting shares held by the Company will not be allocatedSubscription Rights. The Subscription Rights are freely transferable.The Subscription Rights will trade publicly on the NASDAQ OMXHelsinki Ltd (the "Helsinki Stock Exchange") from October 5, 2009 toOctober 12, 2009.Right to Subscribe for Unsubscribed Offer Shares without SubscriptionRightsThe Company's Board of Directors will resolve to offer any OfferShares which have not been subscribed for pursuant to theSubscription Rights, if any, in a secondary offering, to shareholdersand/or other investors who have during the subscription periodsubmitted a subscription order to subscribe for the Offer Shareswithout Subscription Rights or, failing which, to subscribersprocured by J.P. Morgan Securities Ltd. ("J.P. Morgan") and PohjolaCorporate Finance Ltd. ("Pohjola Corporate Finance" and together withJ.P. Morgan, the "Managers"), or, failing which, to J.P. Morgan andPohjola Bank plc ("Pohjola" and together with J.P. Morgan, the"Underwriters"), in each case, subject to the terms and conditions ofthe Underwriting Agreement (defined below). See "-Subscription forand Allotment of Offer Shares without Subscription Rights" below.Subscription and Underwriting UndertakingsA group of Amer Sports' shareholders, Governance for Owners LLP,Varma Mutual Pension Insurance Company, The State Pension Fund, EteraMutual Pension Insurance Company and Tapiola Mutual Pension InsuranceCompany, in aggregate representing 13 percent of the shares, haveirrevocably undertaken to subscribe for their pro rata entitlement ofOffer Shares.In addition, J.P. Morgan, Pohjola Corporate Finance and Pohjola haveentered into an underwriting agreement with the Company (the"Underwriting Agreement") pursuant to which the Managers have,subject to certain terms and conditions, severally agreed to procuresubscribers for the Offer Shares that are not otherwise subscribedfor in the Offering or, failing which, the Underwriters haveseverally agreed to subscribe for such Offer Shares. The Offer Sharesthat are covered by the Underwriting Agreement in total correspond to87 percent of all Offer Shares.The Underwriting Agreement is subject to customary provisionsallowing the Underwriters to terminate their respective underwritingcommitments in certain circumstances. The underwriting commitments bythe Underwriters are also subject to customary conditions. TheCompany has made certain representations, warranties and undertakingsto J.P. Morgan, Pohjola Corporate Finance and Pohjola. In addition,the Company has agreed to indemnify the Managers against certainliabilities in connection with the Offering.Subscription PriceThe subscription price for the Offer Shares is EUR 3.30 per share(the "Subscription Price").The Subscription Price shall be fully recorded into the investedunrestricted equity reserve of the Company. The Subscription Pricehas been determined in such a manner that it includes a customarydiscount for rights issues, the amount of which in the Offering isapproximately 52.7 percent as compared to the closing price of theCompany's existing Shares on the Helsinki Stock Exchange on thetrading day preceding the decision of the Company's Board ofDirectors on the Offering.Subscription PeriodThe subscription period will commence on October 5, 2009 at 9.30 a.m.(Finnish time) and expire on October 19, 2009 at 4.30 p.m. (Finnishtime) (the "Subscription Period"). Account operators may impose adeadline for subscription that is earlier than the expiration of theSubscription Period.Subscription RatioEvery three (3) Subscription Rights will entitle their holder tosubscribe for two (2) Offer Shares. Fractions of Offer Shares cannotbe subscribed for.Submission of Subscription OrdersSubscription orders can be submitted by the following methods:* at the offices of the cooperative banks belonging to OP-Pohjola Group and of Helsinki OP Bank Plc during their normal business hours;* via the OP call service at +358 100 0500. Customers subscribing through the call service require a personal network service agreement with OP-Pohjola Group. When subscribing through the call service, the identity of the subscriber will be confirmed with network identification codes; and* to account operators who have an agreement with Pohjola Corporate Finance regarding receipt of subscriptions.A subscription made is binding and it cannot be amended or cancelled,except as provided below in "-Right of Withdrawal in Accordance withthe Finnish Securities Markets Act."Subscriptions and Payment with Subscription RightsSubscription for Offer Shares with Subscription Rights shall beeffected by submitting the subscription order and making cash paymentof the Subscription Price. In order to subscribe for Offer Shares, aholder of Subscription Rights must follow the instructions providedby the holder's account operator. In the event the holder does notreceive any instructions from its account operator, the holder shouldsubmit his or her order by following one of the methods mentionedabove in "-Submission of Subscription Orders" to effect thesubscription. The Subscription Price must be paid in full at the timeof subscription in accordance with the instructions given by theaccount operator or the subscription place within the payment perioddetermined by the account operator.Those shareholders of the Company or other investors participating inthe Offering, whose shares of the Company or Subscription Rights areregistered in the name of a nominee, should submit a subscriptionorder in accordance with the instructions of the nominee.The Subscription Rights which have not been exercised by the end ofthe Subscription Period on October 19, 2009 will expire withoutcompensation.Subscription for and Allotment of Offer Shares without SubscriptionRightsSubscription for Offer Shares without Subscription Rights shall beeffected by submitting a subscription order and making cash paymentof the Subscription Price. In order to subscribe for Offer Shares,the prospective subscriber must follow the instructions provided byits account operator. In the event the prospective subscriber doesnot receive any instructions from its account operator, theprospective subscriber should submit his or her order by followingone of the methods mentioned above in "-Submission of SubscriptionOrders" to effect the subscription.If the prospective subscriber subscribes for Offer Shares alsopursuant to Subscription Rights, the subscription for the OfferShares without Subscription Rights must be submitted together withthe subscription for Offer Shares with Subscription Rights.If several subscription orders without Subscription Rights aresubmitted by a single subscriber, subscription orders will becombined into one subscription order per subscriber. The subscriptionand payment should be received by the subscription place or theaccount operator on October 19, 2009, at the latest, or such earlierdate as instructed by the account operator.In the event not all the Offer Shares have been subscribed forpursuant to the exercise of Subscription Rights, the Company's Boardof Directors shall determine the allocation of Offer Sharessubscribed for without Subscription Rights as follows:* first, to those that subscribed for Offer Shares also pursuant to Subscription Rights. If the Offering is oversubscribed by such subscribers, the allocation among such subscribers shall be determined in proportion to the number of Subscription Rights exercised by such subscribers for subscription of Offer Shares and, where this is not possible, by drawing of lots;* second, to those that have subscribed for Offer Shares only without Subscription Rights and, if the Offering is oversubscribed by such subscribers, the allocation among such subscribers shall be determined in proportion to the number of Offer Shares, which such subscribers have subscribed for and, where this is not possible, by drawing of lots; and* third, to subscribers procured by the Managers or, failing which, to the Underwriters in accordance with, and subject to, the terms and conditions of the Underwriting Agreement. The subscription period with respect to subscribers procured by the Managers expires on October 23, 2009.The Company will send a letter of confirmation in respect of thenumber of the Offer Shares, if any, to be distributed to investorsthat have subscribed for Offer Shares without Subscription Rights.Decisions Regarding the OfferingThe Company's Board of Directors will approve all subscriptions madepursuant to Subscription Rights and in accordance with these termsand conditions of the Offering and applicable laws and regulationsregarding the share subscription.Subscriptions made without Subscription Rights will be approvedaccording to the principles set forth above in "-Subscription for andAllotment of Offer Shares without Subscription Rights." If theCompany does not allocate the Offer Shares subscribed for withoutSubscription Rights in accordance with the amount set out in theinvestor's subscription order, the Company will refund theSubscription Price representing the Offer Shares that were notreceived by the investor on or about October 26, 2009. The funds willbe refunded without interest.The Company will publish the final results of the Offering in a stockexchange release on or about October 23, 2009.Right of Withdrawal in Accordance with the Finnish Securities MarketsActIf the offering circular regarding the Offering (the "OfferingCircular") is supplemented due to an error or omission in accordancewith the Finnish Securities Markets Act (495/1989, as amended, the"Finnish Securities Markets Act"), investors who have made asubscription prior to the publication of the supplement to theOffering Circular are entitled to withdraw their subscriptionaccording to the Finnish Securities Markets Act within two (2)business days from the publication of the supplement to the OfferingCircular, or, if so decided by the Finnish Financial SupervisoryAuthority for special reasons, within a longer period not exceedingfour (4) business days from the publication of the supplement to theOffering Circular. The withdrawal right may only be used if theinvestor has subscribed for the Offer Shares prior to the publicationof the supplement to the Offering Circular and such supplement ispublished between the commencement of the Subscription Period and thetime when the trading with the interim shares representing the OfferShares subscribed for pursuant to Subscription Rights (the "InterimShares") commences on the Helsinki Stock Exchange. A withdrawal of asubscription will result in the subscription being withdrawn in itsentirety. Investors will be notified of their right of withdrawal aswell as instructions on how to withdraw in the Company's stockexchange release in connection with the publication of thesupplement. If a subscription is withdrawn, the institution to whichsubscription instructions were submitted will refund the SubscriptionPrice paid into a bank account elected by the investor withoutinterest. Subsequently, if the subscription has been made pursuant toSubscription Rights, the Subscription Rights will be re-entered intothe shareholder's book-entry account within approximately three (3)business days after the withdrawal notification has been submitted.If a shareholder of the Company has sold or otherwise transferred itsSubscription Rights, such sale or transfer cannot be withdrawn.Registration of Shares to Book-entry Accounts and TradingAfter a subscription has been effected, Interim Shares representingOffer Shares subscribed for pursuant to Subscription Rights will beentered into the subscriber's book-entry account. The ISIN code ofthe Interim Shares representing the Offer Shares will be FI4000005442and the trading code will be AMEASN0109.Trading in the Interim Shares as a separate class of securities willcommence on the Helsinki Stock Exchange on October 20, 2009, thefirst trading day after the expiration of the Subscription Period.Interim Shares will be combined with the Company's existing shares(ISIN code FI0009000285, trading code AMEAS) after the registrationof the Offer Shares with the Trade Register. The combination isestimated to take place on or about October 26, 2009 and the OfferShares will be subject to trading together with the Company'sexisting shares on or about October 27, 2009.Shareholder RightsThe Offer Shares will carry the right to receive dividends and theright to receive other distribution of funds as well as othershareholder rights in the Company once the Offer Shares have beenregistered with the Trade Register on or about October 26, 2009.The Offer Shares will rank pari passu with all outstanding shares inAmer Sports. Each Offer Share entitles a shareholder to one vote atthe General Meeting of Shareholders of the Company.Transfer Tax and Other ExpensesNo transfer tax is payable on the share subscription. Each accountoperator will charge the investor in accordance with their price listfor maintenance of the investor's book-entry account and deposit ofthe shares on the book-entry account.Other MattersOther issues and practical matters relating to the Offering will beresolved by the Company's Board of Directors.Documents on DisplayThe documents referred to in Chapter 5, Section 21 of the FinnishCompanies Act (624/2006, as amended), are available during theSubscription Period at the Company's head office, address:Mäkelänkatu 91, 00610 Helsinki, Finland.Governing LawThe Offering will be governed by the laws of Finland and any disputesarising in connection with the Offering will be settled by a court ofcompetent jurisdiction in Finland.http://hugin.info/3020/R/1343341/321768.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 24.09.2009 - 08:32 Uhr
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