Nasdaq Helsinki Ltd: Mascot Bidco Oy Supplements the Tender Offer Documents Relating to the Voluntary Public Cash Tender Offer for All Issued and Outstanding Shares in Amer Sports Corporation

Mascot Bidco Oy

Stock Exchange Release


December 21, 2018 at 3:30 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 Supplements the Tender Offer Documents Relating to the
Voluntary Public Cash Tender Offer for All Issued and Outstanding Shares in
Amer Sports Corporation 

As announced previously Mascot Bidco Oy (the "Offeror") has on 20 December 2018
commenced a voluntary recommended public cash tender offer to purchase all of
the issued and outstanding shares in Amer Sports Corporation ("Amer Sports")
that are not held by Amer Sports or any of its subsidiaries (the "Tender
Offer"). The acceptance period under the Tender Offer commenced on 20 December
2018 at 9:30 a.m. (Finnish time) and will expire on 28 February 2019 at 4:00
p.m. (Finnish time) (the "Offer Period"). The Offeror reserves the right to
extend the Offer Period in accordance with the terms and conditions of the
Tender Offer. 

The Finnish Financial Supervisory Authority has today approved a supplement to
the tender offer document relating to the Tender Offer (the "Supplement
Document"). The offer document is supplemented by adding the following
independent members of the Board of Directors of Anta Sports Products Limited
to page viii of the offer document: Yiu Kin Wah Stephen, Lu Hong-Te and Dai
Zhong Chuan. The Supplement Document has been attached as Annex 1 to this
release. 

The tender offer document will be available with the Supplement Document from
21 December 2018 onwards at Nasdaq Helsinki, Fabianinkatu 14, FI-00130
Helsinki, Finland. The electronic version of the tender offer document will be
available with the Supplement Document in Finnish from 21 December 2018 onwards
online at http://ir.anta.com/en/news_amer.php,
https://www.amersports.com/sijoittajat/ostotarjous and www.nordea.fi/osakkeet,
and in English from December 21, 2018 onwards online at
http://ir.anta.com/en/news_amer.php,
https://www.amersports.com/investors/tender-offer and www.nordea.fi/equities. 

Annex 1: Supplement Document

MEDIA AND INVESTOR ENQUIRIES:

ANTA Sports:



Cora Wan

Tel. [phone]

[e-mail]



FountainVest Partners:



Cora Wan

Tel. [phone]

[e-mail]



Amer Sports:



Samppa Seppälä, Head of Corporate Communications and IR

Tel. [phone]

[e-mail]





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. 



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 stock exchange 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 stock
exchange 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. 



THIS STOCK EXCHANGE 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 STOCK EXCHANGE 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
STOCK EXCHANGE 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, JAPAN, 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. 



Other matters



Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Amer
Sports and no one else in connection with the Tender Offer and the matters set
out in this announcement, and will not be responsible to anyone other than Amer
Sports for providing the protections afforded to clients of Goldman Sachs
International, or for giving advice in connection with the Tender Offer or any
matter or arrangement referred to in this announcement. 



Citigroup Global Markets Asia Limited, an entity organized and regulated in
Hong Kong, is acting exclusively for its clients and no one else in connection
with the Tender Offer and the matters set out in this announcement, and will
not be responsible to anyone other than its clients for providing the
protections afforded to its clients, or for giving advice in connection with
the Tender Offer or any matter or arrangement referred to in this announcement. 





ANNEX 1





SUPPLEMENT DOCUMENT TO MASCOT BIDCO OY'S TENDER OFFER DOCUMENT DATED 19
DECEMBER 2018 RELATING TO THE VOLUNTARY PUBLIC CASH TENDER OFFER FOR ALL ISSUED
AND OUTSTANDING SHARES IN AMER SPORTS CORPORATION 

21 December 2018

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND THIS TENDER OFFER DOCUMENT AND RELATED
ACCEPTANCE FORMS ARE NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED
INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS
WHATSOEVER INCLUDING, WITHOUT LIMITATION, MAIL, FACSIMILE TRANSMISSION, E-MAIL
OR TELEPHONE. IN PARTICULAR, THE TENDER OFFER IS NOT MADE IN AND THIS TENDER
OFFER DOCUMENT MUST UNDER NO CIRCUMSTANCES BE DISTRIBUTED INTO CANADA, JAPAN,
AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. 



Mascot Bidco Oy (the "Offeror") supplements the tender offer document dated 19
December 2018 (the "Tender Offer Document") in accordance with Chapter 11,
Section 11, Subsection 4 of the Finnish Securities Markets Act (746/2012, fi:
arvopaperimarkkinalaki) with the following information: 

The following independent members of the Board of Directors of ANTA Sports
Products Limited are added to page viii of the Tender Offer Document: Yiu Kin
Wah Stephen, Lu Hong-Te and Dai Zhong Chuan. 

The Tender Offer Document together with this supplement will available from 21
December 2018 at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland.
The electronic version of the tender offer document will be available with this
supplement in Finnish from 21 December 2018 onwards online at
http://ir.anta.com/en/news_amer.php,
https://www.amersports.com/sijoittajat/ostotarjous and www.nordea.fi/osakkeet,
and in English from December 21, 2018 onwards online at
http://ir.anta.com/en/news_amer.php,
https://www.amersports.com/investors/tender-offer and www.nordea.fi/equities. 

The Finnish Financial Supervisory Authority has approved the Finnish language
version of this supplement but is not responsible for the accuracy of the
information presented therein. The decision number of such approval is FIN-FSA
15/02.05.05/2018. 

Information for U.S. Shareholders

The Tender Offer is being made for the securities of Amer Sports, a public
limited 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 other than pursuant to the Tender Offer, directly or
indirectly purchase, or arrange to purchase shares in Amer Sports or any
securities that are convertible into, exchangeable for or exercisable for
shares in 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 and lead managers 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 their 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 the Tender
Offer Document. Any representation to the contrary is a criminal offence in the
United States.