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2009-09-01 08:31:00 CEST 2009-09-01 08:32:49 CEST REGULATED INFORMATION Amer Sports - Corporate ActionAmer Sports announces a EUR 150 million Rights OfferingSTOCK EXCHANGE RELEASE September 1, 2009 at 9:30 am 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. Amer Sports Corporation ("Amer Sports" or the "Company") today announced that, as part of its measures to improve its balance sheet, its Board of Directors has decided to undertake a share offering to raise net proceeds of approximately EUR 150 million through an underwritten discounted issue of new ordinary shares with pre-emptive rights for existing shareholders (the "Rights Offering"). The proceeds from the Rights Offering will be used to strengthen Amer Sports' financial position and to improve the Company's operational and strategic flexibility. The Rights Offering is subject to shareholder approval at an Extraordinary General Meeting scheduled to be held on September 23, 2009. J.P. Morgan and Pohjola are acting as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners for the contemplated Rights Offering. Key Highlights * The Rights Offering is fully underwritten through a combination of irrevocable commitments to subscribe from certain shareholders of Amer Sports and, subject to customary terms, conditions and agreements, underwriting commitments from J.P. Morgan and Pohjola. * Shareholders in aggregate representing 46% of the outstanding shares of Amer Sports (Silchester International Investors Limited, Governance for Owners LLP, Orkla ASA, The Land and Water Technology Foundation, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, The State Pension Fund, Tapiola Mutual Pension Insurance Company and Etera Mutual Pension Insurance Company) have expressed their intention to vote in favor of the Rights Offering at the Extraordinary General Meeting of shareholders and their intention to subscribe for their pro rata entitlement of new shares offered for subscription in the Rights Offering. * Subject to the approval of the Rights Offering by the Extraordinary General Meeting of shareholders on September 23, 2009, the terms of the Rights Offering, including the number of shares to be issued and the subscription price to be paid for the new shares, are expected to be determined by the Board of Directors of Amer Sports and announced on or about September 24, 2009. * The subscription period for the Rights Offering is expected to be from October 5 up to and including October 19, 2009. Roger Talermo, President and CEO"In our Q2 results announcement, we stated that our key priority in 2009 is on strengthening Amer Sports' balance sheet. Besides the operational measures we are working on, the Rights Offering plays a key role in this respect and it enables the Company to execute on its strategy." Background to and Reasons for the Rights Offering The management of Amer Sports believes that in the current macroeconomic environment, a clearly stronger balance sheet would be appropriate to effectively implement the Company's strategy. As of December 31, 2008, Amer Sports' net gearing was 121%. The Rights Offering will strengthen the balance sheet so that the gearing would have been 71% on a pro forma basis as of December 31, 2008. Amer Sports has promptly reacted to the macroeconomic recession and the weak demand following the mild winter 2006/2007 by seeking further cost efficiencies in its organization and by focusing on reducing inventories and receivables. In addition, the Company has completed two large restructuring projects over the past three years including the integration of Salomon into Amer Sports and the creation of a new business model in Winter Sports Equipment. Furthermore, Amer Sports is considering alternatives to focus its business portfolio more towards categories where it believes it has the best long-term opportunities and where the best group-wide synergies can be achieved. The management of Amer Sports believes that strengthening the Company's balance sheet is a pro-active step which will provide Amer Sports with more financial, strategic and operational flexibility: * Strengthening the balance sheet by paying down existing debt is expected to position Amer Sports to receive more attractive terms when its existing debt maturities draw closer and need to be refinanced, thereby providing Amer Sports with more financial flexibility. * Amer Sports' management believes that a stronger balance sheet improves the Company's operational flexibility by enabling the Company to continue implementing its growth strategy by further leveraging its key brands through new line-extensions and continued product innovations as well as through geographical expansion into new markets. It would also support the Company's strategy in getting closer to the consumer by opening additional brand stores and through online channels. * Amer Sports' management believes that a stronger balance sheet enables the Company to further improve its operational efficiency and profitability by further developing its logistics and integrated IT system, which are expected to result in more transparent and efficient business processes. * Amer Sports' management is considering different alternatives to focus the business portfolio in order to have sufficient resources for its core businesses. A stronger balance sheet will increase the Company's strategic flexibility. To conclude, management of Amer Sports is committed to continue to strengthen the balance sheet by reinforcing capital allocation discipline, by continued emphasis on free cash flow and by completing its review of the role of Amer Sports' business areas. Principal Terms of the Rights Offering The total net proceeds from the Rights Offering, after estimated aggregate fees and expenses, are expected to be approximately EUR 150 million. The terms of the Rights Offering, including the number of shares to be issued and the subscription price to be paid for the new shares, are scheduled to be determined by the Board of Directors on or about September 24, 2009. The Rights Offering is fully underwritten through a combination of irrevocable commitments to subscribe from certain shareholders of Amer Sports and, subject to customary terms, conditions and agreements, underwriting commitments from J.P. Morgan and Pohjola. Shareholders in aggregate representing 46% of the outstanding shares of Amer Sports (Silchester International Investors Limited, Governance for Owners LLP, Orkla ASA, The Land and Water Technology Foundation, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, The State Pension Fund, Tapiola Mutual Pension Insurance Company and Etera Mutual Pension Insurance Company) have expressed their intention to vote in favor of the Rights Offering at the Extraordinary General Meeting of shareholders and their intention to subscribe for their pro rata entitlement of new shares offered for subscription in the Rights Offering. The new shares will rank pari passu in all respects with the existing shares of Amer Sports, including the right to all future dividends and other distributions declared after the date of registration of the new shares with the Finnish Trade Register. The Extraordinary General Meeting of shareholders is scheduled to be held on September 23, 2009 at Amer Sports Headquarters in Helsinki. The notice for the Extraordinary General Meeting of shareholders was published in a separate press release today. The proposal from the Board of Directors regarding the authorization for the Rights Offering and other information relating to the proposal will be made available on Amer Sports' website www.amersports.com. Preliminary Timetable for the Rights Offering The timing of events is indicative. All dates refer to 2009. - September 23 Extraordinary General Meeting of shareholders to authorize the Board of Directors to undertake the Rights Offering - September 24 Board of Directors to resolve on the more detailed terms of the Rights Offering, including the number of shares to be issued and the subscription price to be paid for the new shares - September 25 First day of trading in the Amer Sports shares after detachment of subscription rights - September 28 Publication of a prospectus relating to the Rights Offering - September 29 Record day for participating in the Rights Offering - October 5-19 Subscription period - October 20 Announcement of preliminary outcome of the Rights Offering - October 23 Announcement of the final outcome of the Rights Offering International Telephone Conference for Investors, Analysts and the Press An English-language telephone conference call will be held September 1, 2009 at 1:00 p.m. Finnish time (11:00 a.m. UK-time). To participate in the conference call, please dial-in a few minutes prior to the start +358 2069 9120, meeting code 950406#. Helsinki, September 1, 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 www.amersports.com DISTRIBUTION: NASDAQ OMX Helsinki Major media www.amersports.com AMER SPORTS CORPORATION Amer Sports (www.amersports.com) is one of 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 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 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 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(1) 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. |
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