STOCK EXCHANGE RELEASE
October 23, 2009 at 3:00 pm
NOT 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.
The final outcome of Amer Sports Corporation's ("Amer Sports") rights offering shows that 48,070,466 million shares, representing 99.2% of the total number of shares offered, were subscribed for with subscription rights. The remaining 401,268 shares were subscribed for without subscription rights.
A notification will be sent on or about October 27, 2009 to confirm the allotment of new shares to subscribers having subscribed for the new shares without subscription rights.
Interim shares representing the new shares will be traded on NASDAQ OMX Helsinki until October 26, 2009. All shares subscribed for in the rights offering are expected to be registered with the Finnish Trade register on or about October 26, 2009, after which the interim shares will be combined with Amer Sports' existing shares. Trading in the new shares alongside the existing shares is expected to commence on or about October 27, 2009.
As a result of the rights offering, the number of Amer Sports' shares will increase by 48,471,734 shares to 121,517,285 shares. The total net proceeds of the rights offering will amount to approximately EUR 152 million.
In connection with Amer Sports' rights offering, Pohjola as stabilizing manager had the possibility to effect transactions with a view to supporting the market price of Amer Sports' shares at a level that may otherwise prevail in the open market during the period from the day of publication of the subscription price up to and including 30 days following the commencement of the trading of the interim shares on NASDAQ OMX Helsinki (both dates inclusive). Pohjola has informed Amer Sports that no stabilization measures have nor will be taken in Amer Sports' shares within the stabilization period.
Pursuant to the terms and conditions of Amer Sports' warrant programs, the board of directors of Amer Sports must amend the terms and conditions of the warrant programs to take into account the impact of the rights offering by adjusting the exercise price of the warrants and/or the number of shares that can be subscribed for through exercise of the warrants in a manner to be determined by the board of directors. Amer Sports' board of directors will decide on such amendments on October 29, 2009 and information regarding the amendments made to the terms and conditions of its publicly traded 2004 warrants will be provided in the interim report to be published on the same date.
J.P. Morgan and Pohjola Corporate Finance acted as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners for the rights offering.
Helsinki, October 23, 2009
AMER SPORTS CORPORATION
Board of Directors
For more information, please contact:
Tommy Ilmoni, Vice President, IR and Corporate Communications,
tel. +358 9 7257 8233, tommy.ilmoni@amersports.com
DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.amersports.com
AMER SPORTS CORPORATION
Amer Sports (www.amersports.com) is one of the world's leading sports equipment company with internationally recognized brands, including Salomon, Wilson, Precor, Atomic, Suunto, Mavic and Arc'teryx. All Amer Sports companies develop and manufacture technically advanced products that improve the performance of active sports participants. The Group's business is balanced by its broad portfolio of sports and presence in all major markets.
DISCLAIMER:
J.P. Morgan and Pohjola Corporate Finance are acting exclusively for Amer Sports and no one else in connection with the rights offering. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the rights offering and will not be responsible to anyone other than Amer Sports for providing the protections afforded to their respective clients, nor for giving advice in relation to the rights offering or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by J.P. Morgan or Pohjola Corporate Finance as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. J.P. Morgan and Pohjola Corporate Finance assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release. This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at subscription locations in Finland.
The information contained herein is not 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. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the United States Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This communication does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FP Order") and (iii) high net worth entities falling within Article 49(2) of the FP Order, and other persons to whom it may lawfully be communicated, (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Hong Kong, Japan, South Africa or the United States.
