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ANTA Sports (02020) forms JV to acquire Amer Sports
07 Dec 2018
(Infocast News) The board of ANTA Sports Products (02020) announced that, ANTA Sports Products (investing through its wholly-owned subsidiary Anta SPV), FountainVest Partners (investing through FountainVest SPV as a limited partner of FV Fund), Mr. Chip Wilson (investing through Anamered Investments, an investment vehicle owned by him) and Tencent Holdings (00700) (investing through Tencent SPV as a limited partner of FV Fund) formed an Investor Consortium for purposes of the voluntary recommended public cash Tender Offer for all the issued and outstanding shares in Amer Sports made by Mascot Bidco (Offeror), which is ultimately wholly-owned by Mascot JVCo (JVCo).

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. The Amer Sports Group's business is balanced by its broad portfolio of sports and products and a presence in all major markets. Shares of Amer Sports are listed on the Nasdaq Helsinki Stock Exchange (stock code: AMEAS).

On 7 December 2018 (after trading hours), the Offeror, JV Co, ANTA Sports Products, FV Fund, Anamered Investments and Amer Sports entered into the Combination Agreement under which the Offeror undertakes to make a voluntary public cash tender offer to purchase all the issued and outstanding shares of Amer Sports, including 1,679,936 shares of Amer Sports currently held indirectly by the ANTA Sports Products group, corresponding to approximately 1.4% of the issued shares in Amer Sports, but excluding any shares of Amer Sports which are held by Amer Sports or its subsidiaries. The Offeror and Amer Sports also made a Joint Announcement on the Nasdaq Helsinki Stock Exchange in relation to the Acquisition (the Tender Offer and any subsequent Mandatory Redemption Proceedings).

If, as a result of the completion of the Tender Offer, the Offeror holds more than 90% (but not all) of the outstanding shares and voting rights of Amer Sports, the Offeror intends to commence the Mandatory Redemption Proceedings under the Finnish Companies Act to redeem all of the remaining outstanding shares of Amer Sports not purchased pursuant to the Tender Offer.

Upon completion of the Mandatory Redemption Proceedings, Amer Sports would become a wholly-owned subsidiary of the Offeror and the Offeror intends to cause the shares of Amer Sports to be delisted from the Nasdaq Helsinki Stock Exchange as soon as permissible and reasonably practicable under applicable laws and regulations.

The Offer Price under the Tender Offer is EUR40 in cash per Amer Sports share, subject to further adjustment.

The Offer Price represents a premium of 39% compared to the closing price of the shares of Amer Sports on the Nasdaq Helsinki Stock Exchange on the Original Disclosure Date and a premium of 43% compared to the volume-weighted average price of the shares of Amer Sports on the Nasdaq Helsinki Stock Exchange during the 3-month period prior to and up to the Original Disclosure Date.

The terms of the Tender Offer value the entire issued and outstanding share capital of Amer Sports at approximately EUR4.6 billion.

(WL)
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