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GlobeNewswire
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Nasdaq Helsinki Ltd: Preliminary Results of the Subsequent Offer Period of Mascot Bidco Oy's Voluntary Recommended Cash Tender Offer for All the Shares in Amer Sports

Mascot Bidco Oy

Stock Exchange Release


March 28, 2019 at 2:00 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 

Preliminary Results of the Subsequent Offer Period of Mascot Bidco Oy's
Voluntary Recommended Cash Tender Offer for All the Shares in Amer Sports 

Mascot Bidco Oy (the "Offeror") commenced on December 20, 2018 a voluntary
public cash tender offer recommended by the Board of Directors of Amer Sports
Corporation ("Amer Sports") to purchase all the issued and outstanding shares
in Amer Sports that are not held by Amer Sports or any of its subsidiaries (the
"Tender Offer"). The acceptance period of the Tender Offer commenced on
December 20, 2018 and expired on March 7, 2019 (the "Offer Period"). The
Offeror announced on March 12, 2019 that it will complete the Tender Offer in
accordance with its terms and conditions. 

The subsequent offer period (the "Subsequent Offer Period") commenced on March
13, 2019 at 9:30 a.m. and expired on March 27, 2019 at 4:00 p.m. (Finnish
time). 

According to the preliminary results of the Subsequent Offer Period, the shares
tendered during the Subsequent Offer Period represent approximately 3.13
percent of all the shares and votes in Amer Sports (excluding shares held by
Amer Sports or any of its subsidiaries). Together with the shares tendered
during the Offer Period, the shares acquired by the Offeror in connection with
the Tender Offer represent approximately 98.10 percent of all the shares and
votes in Amer Sports (excluding shares held by Amer Sports or any of its
subsidiaries). 

The Offeror will confirm and announce the final results of the Subsequent Offer
Period and the final outcome of the Tender Offer after the Subsequent Offer
Period on or about April 1, 2019. The offer consideration for the shares
validly tendered during the Subsequent Offer Period will be paid to the
shareholders on or about April 2, 2019 in accordance with the payment
procedures described in the terms and conditions of the Tender Offer. The
actual time of receipt of the payment by tendering shareholders will depend on
the time required to process the onward payment by financial institutions. 

It is the Offeror's intention to acquire all the shares in Amer Sports. After
the completion of the Tender Offer, the Offeror will file an application with
the Redemption Board of the Finland Chamber of Commerce to initiate compulsory
redemption proceedings for the remaining Amer Sports shares under the Finnish
Companies Act. 

The Offeror and/or members of the Investor Consortium may purchase shares in
Amer Sports on or after the date of this announcement in public trading on
Nasdaq Helsinki or otherwise outside the Tender Offer. 

The Offeror intends to cause the shares of Amer Sports to be delisted from
Nasdaq Helsinki Ltd. as soon as permitted and practicable under applicable
laws. 

ANTA Sports Products Limited, FV Fund (an investment vehicle managed by
FountainVest Partners), Anamered Investments (an investment vehicle owned by
Mr. Chip Wilson) and Tencent (which will invest through Tencent SPV as a
limited partner in FV Fund) form an Investor Consortium for the purposes of the
Tender Offer, which indirectly will own 100 percent of Mascot Bidco Oy upon
completion of the Tender Offer. 

MEDIA AND INVESTOR ENQUIRIES:

ANTA Sports:



Cora Wan

Tel. +852 98774860

consortium@hkstrategies.com



FountainVest Partners:



Cora Wan

Tel. +852 98774860

consortium@hkstrategies.com



Amer Sports:



Samppa Seppälä, Head of Corporate Communications and IR

Tel. +358 50 568 0533

samppa.seppala@amersports.com



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.
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© 2019 GlobeNewswire
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