Amer Sports - Company Announcement

Amer Sports announces the terms and conditions of its Rights Offering

STOCK EXCHANGE RELEASE
September 24, 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.

*          A rights offering to raise gross proceeds of approximately
  EUR 160 million through an underwritten discounted issue of new
  shares (collectively, the "Offer Shares") with pre-emptive rights
  to existing shareholders of Amer Sports Corporation ("Amer Sports"
  or the "Company") (the "Rights Offering")
*          Subscription price of EUR 3.30 per Offer Share
*          Two (2) new shares for every three (3) existing shares
  held (2 to 3)
*          Shares will trade ex-rights from September 25, 2009 and
  the record date for the Rights Offering will be September 29, 2009
*          Trading in subscription rights commences on October 5,
  2009 and ends on October 12, 2009
*          Subscription period for the Rights Offering will commence
  on October 5, 2009 and end on October 19, 2009

Overview
Based on the authorization given by the Extraordinary General Meeting
of shareholders of Amer Sports on September 23, 2009, Amer Sports'
Board of Directors has resolved to offer up to 48,471,734 Offer
Shares for subscription with pre-emptive rights to existing
shareholders. Shareholders who are registered in the shareholders'
register on the record date of September 29, 2009 will be entitled to
subscribe for two Offer Shares per three existing ordinary shares
held. The subscription price will be EUR 3.30 per Offer Share. This
corresponds to an implied discount of approximately 40 percent to the
theoretical ex-rights price, based on the closing price of Amer
Sports' share listed on NASDAQ OMX Helsinki on September 23, 2009.
Following the rights offering, provided the Offer Shares are
subscribed for in full, the Offer Shares are expected to represent
approximately 39.9 percent of Amer Sports' shares and votes carried
by all shares.

Amer Sports' shares will trade excluding subscription rights
(ex-rights) from September 25, 2009. Each existing share entitles the
holder to one subscription right, and three subscription rights
entitle the holder to subscribe for two Offer Shares. The Company has
submitted a prospectus for the approval of the Finnish Financial
Supervisory Authority, and the prospectus is expected to be made
public on or about September 28, 2009. An information brochure
describing the key elements of the Rights Offering will be sent to
Amer Sports' shareholders in Finland.

The subscription period for the Offer Shares and trading in the
subscription rights commences on October 5, 2009, with trading in the
subscription rights on the NASDAQ OMX Helsinki ending October 12,
2009. The subscription period for the Rights Offering ends on October
19, 2009.  In addition, holders of subscription rights may apply to
subscribe for Offer Shares in excess of their entitlement pursuant to
the subscription rights, and other investors who do not hold
subscription rights may also apply to subscribe for any Offer Shares
that have not been subscribed for pursuant to subscription rights. To
the extent Offer Shares have not been fully subscribed for by
shareholders exercising their subscription rights, Offer Shares will
be allocated first to shareholders holding Subscription Rights who
applied to subscribe for Offer Shares in excess of their entitlement
and second to investors who do not hold subscription rights but
applied to subscribe for Offer Shares.
A preliminary announcement regarding the outcome of the Rights
Offering is expected to be made on or about October 20, 2009, and an
announcement regarding the final outcome of the Rights Offering is
expected to be made on or about October 23, 2009.

Assuming all the Offer Shares are subscribed for, the gross proceeds
received by Amer Sports from the Rights Offering will be
approximately EUR 160 million. Amer Sports expects to pay
approximately EUR 8 million in fees and expenses in connection with
the Rights Offering, resulting in net proceeds of approximately EUR
152 million. Amer Sports intends to use the proceeds from the Rights
Offering to strengthen its balance sheet by reducing amounts drawn
under its long-term credit facilities and to improve its operational
and strategic flexibility.

Subscription commitments and underwriting
A group of Amer Sports' shareholders, in the aggregate representing
13 percent of the Company's shares, including Governance for Owners
LLP, Varma Mutual Pension Insurance Company, The State Pension Fund,
Etera Mutual Pension Insurance Company and Tapiola Mutual Pension
Insurance Company (together, the "Committed Shareholders") have
irrevocably undertaken to subscribe for their pro rata entitlement of
the Offer Shares.

In addition, shareholders, in the aggregate representing 33  percent
of the Company's shares, including Silchester International Investors
Limited, Orkla ASA, Land and Water Technology Foundation and
Ilmarinen Mutual Pension Insurance Company, have expressed their
intention to subscribe for their pro rata entitlement of the Offer
Shares. To the extent Offer Shares  have not been subscribed for by
Amer Sports' existing shareholders or other investors who applied to
subscribe for Offer Shares, J.P. Morgan and Pohjola Corporate Finance
have severally agreed to procure subscribers for such Offer Shares,
failing which J.P. Morgan and Pohjola Bank have severally agreed to
subscribe themselves for the remaining Offer Shares, subject to
customary terms and conditions. The respective obligations of J.P.
Morgan, Pohjola Corporate Finance and Pohjola Bank do not cover Offer
Shares undertaken to be subscribed for by the Committed Shareholders.

The full terms and conditions of the Rights Offering are set out in
the appendix to this release.
J.P. Morgan and Pohjola Corporate Finance are acting as Joint Global
Coordinators, Joint Lead Managers and Joint Bookrunners for the
Rights Offering.

Helsinki, September 24, 2009

AMER SPORTS CORPORATION
Board of Directors

For further information, please contact:
Tommy Ilmoni, Vice President, IR and Corporate Communications, tel.
+358 9 7257 8233


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 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 or any such statement. 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 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.




APPENDIX

TERMS AND CONDITIONS OF THE OFFERING

Overview of the Offering
The Extraordinary General Meeting of Shareholders of Amer Sports
Corporation ("Amer Sports" or the "Company") resolved on September
23, 2009 to authorize the Company's Board of Directors to undertake a
share issue for consideration entitling the shareholders to subscribe
for new shares in the Company in proportion to their prior
shareholding. The authorization provides that a maximum of
150,000,000 new shares may be issued in the share issue and
authorizes the Company's Board of Directors to determine the other
terms and conditions of the share issue.

On the basis of the authorization given by the Extraordinary General
Meeting of Shareholders of Amer Sports, on September 24, 2009, the
Company's Board of Directors resolved to issue up to  48,471,734 new
shares (the "Offer Shares") through a share issue based on the
pre-emptive subscription right of shareholders (the "Offering"), in
accordance with the terms and conditions presented below.

Provided that the Offering is subscribed for in full, the Offer
Shares represent approximately 66.4 percent of the Company's shares
and votes carried by all shares prior to the Offering and
approximately 39.9 percent of the Company's shares and votes carried
by all shares after the Offering.

Subscription Right
The Offer Shares will be offered to the Company's shareholders in
proportion to their shareholding. The Company's shareholders, who are
registered in the shareholders' register maintained by Euroclear
Finland Ltd on the record date, September 29, 2009 (the "Record
Date"), shall receive one (1) subscription right in the form of a
book-entry entitling its holder to subscribe for Offer Shares for
each share of the Company held on the Record Date (the "Subscription
Right") (ISIN code FI4000005434, trading code AMEASU0109). The
existing shares held by the Company will not be allocated
Subscription Rights. The Subscription Rights are freely transferable.

The Subscription Rights will trade publicly on the NASDAQ OMX
Helsinki Ltd (the "Helsinki Stock Exchange") from October 5, 2009 to
October 12, 2009.

Right to Subscribe for Unsubscribed Offer Shares without Subscription
Rights
The Company's Board of Directors will resolve to offer any Offer
Shares which have not been subscribed for pursuant to the
Subscription Rights, if any, in a secondary offering, to shareholders
and/or other investors who have during the subscription period
submitted a subscription order to subscribe for the Offer Shares
without Subscription Rights or, failing which, to subscribers
procured by J.P. Morgan Securities Ltd. ("J.P. Morgan") and Pohjola
Corporate Finance Ltd. ("Pohjola Corporate Finance" and together with
J.P. Morgan, the "Managers"), or, failing which, to J.P. Morgan and
Pohjola Bank plc ("Pohjola" and together with J.P. Morgan, the"Underwriters"), in each case, subject to the terms and conditions of
the Underwriting Agreement (defined below). See "-Subscription for
and Allotment of Offer Shares without Subscription Rights" below.

Subscription and Underwriting Undertakings
A group of Amer Sports' shareholders, Governance for Owners LLP,
Varma Mutual Pension Insurance Company, The State Pension Fund, Etera
Mutual Pension Insurance Company and Tapiola Mutual Pension Insurance
Company, in aggregate representing 13 percent of the shares, have
irrevocably undertaken to subscribe for their pro rata entitlement of
Offer Shares.

In addition, J.P. Morgan, Pohjola Corporate Finance and Pohjola have
entered into an underwriting agreement with the Company (the"Underwriting Agreement") pursuant to which the Managers have,
subject to certain terms and conditions, severally agreed to procure
subscribers for the Offer Shares that are not otherwise subscribed
for in the Offering or, failing which, the Underwriters have
severally agreed to subscribe for such Offer Shares. The Offer Shares
that are covered by the Underwriting Agreement in total correspond to
87 percent of all Offer Shares.

The Underwriting Agreement is subject to customary provisions
allowing the Underwriters to terminate their respective underwriting
commitments in certain circumstances. The underwriting commitments by
the Underwriters are also subject to customary conditions. The
Company has made certain representations, warranties and undertakings
to J.P. Morgan, Pohjola Corporate Finance and Pohjola. In addition,
the Company has agreed to indemnify the Managers against certain
liabilities in connection with the Offering.

Subscription Price
The subscription price for the Offer Shares is EUR 3.30 per share
(the "Subscription Price").

The Subscription Price shall be fully recorded into the invested
unrestricted equity reserve of the Company. The Subscription Price
has been determined in such a manner that it includes a customary
discount for rights issues, the amount of which in the Offering is
approximately 52.7 percent as compared to the closing price of the
Company's existing Shares on the Helsinki Stock Exchange on the
trading day preceding the decision of the Company's Board of
Directors on the Offering.

Subscription Period
The subscription period will commence on October 5, 2009 at 9.30 a.m.
(Finnish time) and expire on October 19, 2009 at 4.30 p.m. (Finnish
time) (the "Subscription Period"). Account operators may impose a
deadline for subscription that is earlier than the expiration of the
Subscription Period.

Subscription Ratio
Every three (3) Subscription Rights will entitle their holder to
subscribe for two (2) Offer Shares. Fractions of Offer Shares cannot
be subscribed for.

Submission of Subscription Orders
Subscription orders can be submitted by the following methods:
*          at the offices of the cooperative banks belonging to
  OP-Pohjola Group and of Helsinki OP Bank Plc during their normal
  business hours;
*          via the OP call service at +358 100 0500. Customers
  subscribing through the call service require a personal network
  service agreement with OP-Pohjola Group. When subscribing through
  the call service, the identity of the subscriber will be confirmed
  with network identification codes; and
*          to account operators who have an agreement with Pohjola
  Corporate Finance regarding receipt of subscriptions.

A subscription made is binding and it cannot be amended or cancelled,
except as provided below in "-Right of Withdrawal in Accordance with
the Finnish Securities Markets Act."

Subscriptions and Payment with Subscription Rights
Subscription for Offer Shares with Subscription Rights shall be
effected by submitting the subscription order and making cash payment
of the Subscription Price. In order to subscribe for Offer Shares, a
holder of Subscription Rights must follow the instructions provided
by the holder's account operator. In the event the holder does not
receive any instructions from its account operator, the holder should
submit his or her order by following one of the methods mentioned
above in "-Submission of Subscription Orders" to effect the
subscription. The Subscription Price must be paid in full at the time
of subscription in accordance with the instructions given by the
account operator or the subscription place within the payment period
determined by the account operator.

Those shareholders of the Company or other investors participating in
the Offering, whose shares of the Company or Subscription Rights are
registered in the name of a nominee, should submit a subscription
order in accordance with the instructions of the nominee.

The Subscription Rights which have not been exercised by the end of
the Subscription Period on October 19, 2009 will expire without
compensation.

Subscription for and Allotment of Offer Shares without Subscription
Rights
Subscription for Offer Shares without Subscription Rights shall be
effected by submitting a subscription order and making cash payment
of the Subscription Price. In order to subscribe for Offer Shares,
the prospective subscriber must follow the instructions provided by
its account operator. In the event the prospective subscriber does
not receive any instructions from its account operator, the
prospective subscriber should submit his or her order by following
one of the methods mentioned above in "-Submission of Subscription
Orders" to effect the subscription.

If the prospective subscriber subscribes for Offer Shares also
pursuant to Subscription Rights, the subscription for the Offer
Shares without Subscription Rights must be submitted together with
the subscription for Offer Shares with Subscription Rights.

If several subscription orders without Subscription Rights are
submitted by a single subscriber, subscription orders will be
combined into one subscription order per subscriber. The subscription
and payment should be received by the subscription place or the
account operator on October 19, 2009, at the latest, or such earlier
date as instructed by the account operator.

In the event not all the Offer Shares have been subscribed for
pursuant to the exercise of Subscription Rights, the Company's Board
of Directors shall determine the allocation of Offer Shares
subscribed for without Subscription Rights as follows:

*          first, to those that subscribed for Offer Shares also
  pursuant to Subscription Rights. If the Offering is oversubscribed
  by such subscribers, the allocation among such subscribers shall be
  determined in proportion to the number of Subscription Rights
  exercised by such subscribers for subscription of Offer Shares and,
  where this is not possible, by drawing of lots;
*          second, to those that have subscribed for Offer Shares
  only without Subscription Rights and, if the Offering is
  oversubscribed by such subscribers, the allocation among such
  subscribers shall be determined in proportion to the number of
  Offer Shares, which such subscribers have subscribed for and, where
  this is not possible, by drawing of lots; and
*          third, to subscribers procured by the Managers or, failing
  which, to the Underwriters in accordance with, and subject to, the
  terms and conditions of the Underwriting Agreement. The
  subscription period with respect to subscribers procured by the
  Managers expires on October 23, 2009.

The Company will send a letter of confirmation in respect of the
number of the Offer Shares, if any, to be distributed to investors
that have subscribed for Offer Shares without Subscription Rights.

Decisions Regarding the Offering
The Company's Board of Directors will approve all subscriptions made
pursuant to Subscription Rights and in accordance with these terms
and conditions of the Offering and applicable laws and regulations
regarding the share subscription.

Subscriptions made without Subscription Rights will be approved
according to the principles set forth above in "-Subscription for and
Allotment of Offer Shares without Subscription Rights." If the
Company does not allocate the Offer Shares subscribed for without
Subscription Rights in accordance with the amount set out in the
investor's subscription order, the Company will refund the
Subscription Price representing the Offer Shares that were not
received by the investor on or about October 26, 2009. The funds will
be refunded without interest.
The Company will publish the final results of the Offering in a stock
exchange release on or about October 23, 2009.

Right of Withdrawal in Accordance with the Finnish Securities Markets
Act
If the offering circular regarding the Offering (the "Offering
Circular") is supplemented due to an error or omission in accordance
with the Finnish Securities Markets Act (495/1989, as amended, the"Finnish Securities Markets Act"), investors who have made a
subscription prior to the publication of the supplement to the
Offering Circular are entitled to withdraw their subscription
according to the Finnish Securities Markets Act within two (2)
business days from the publication of the supplement to the Offering
Circular, or, if so decided by the Finnish Financial Supervisory
Authority for special reasons, within a longer period not exceeding
four (4) business days from the publication of the supplement to the
Offering Circular. The withdrawal right may only be used if the
investor has subscribed for the Offer Shares prior to the publication
of the supplement to the Offering Circular and such supplement is
published between the commencement of the Subscription Period and the
time when the trading with the interim shares representing the Offer
Shares subscribed for pursuant to Subscription Rights (the "Interim
Shares") commences on the Helsinki Stock Exchange. A withdrawal of a
subscription will result in the subscription being withdrawn in its
entirety. Investors will be notified of their right of withdrawal as
well as instructions on how to withdraw in the Company's stock
exchange release in connection with the publication of the
supplement. If a subscription is withdrawn, the institution to which
subscription instructions were submitted will refund the Subscription
Price paid into a bank account elected by the investor without
interest. Subsequently, if the subscription has been made pursuant to
Subscription Rights, the Subscription Rights will be re-entered into
the shareholder's book-entry account within approximately three (3)
business days after the withdrawal notification has been submitted.
If a shareholder of the Company has sold or otherwise transferred its
Subscription Rights, such sale or transfer cannot be withdrawn.

Registration of Shares to Book-entry Accounts and Trading
After a subscription has been effected, Interim Shares representing
Offer Shares subscribed for pursuant to Subscription Rights will be
entered into the subscriber's book-entry account. The ISIN code of
the Interim Shares representing the Offer Shares will be FI4000005442
and the trading code will be AMEASN0109.

Trading in the Interim Shares as a separate class of securities will
commence on the Helsinki Stock Exchange on October 20, 2009, the
first trading day after the expiration of the Subscription Period.

Interim Shares will be combined with the Company's existing shares
(ISIN code FI0009000285, trading code AMEAS) after the registration
of the Offer Shares with the Trade Register. The combination is
estimated to take place on or about October 26, 2009 and the Offer
Shares will be subject to trading together with the Company's
existing shares on or about October 27, 2009.

Shareholder Rights
The Offer Shares will carry the right to receive dividends and the
right to receive other distribution of funds as well as other
shareholder rights in the Company once the Offer Shares have been
registered with the Trade Register on or about October 26, 2009.
The Offer Shares will rank pari passu with all outstanding shares in
Amer Sports. Each Offer Share entitles a shareholder to one vote at
the General Meeting of Shareholders of the Company.

Transfer Tax and Other Expenses
No transfer tax is payable on the share subscription. Each account
operator will charge the investor in accordance with their price list
for maintenance of the investor's book-entry account and deposit of
the shares on the book-entry account.

Other Matters
Other issues and practical matters relating to the Offering will be
resolved by the Company's Board of Directors.

Documents on Display
The documents referred to in Chapter 5, Section 21 of the Finnish
Companies Act (624/2006, as amended), are available during the
Subscription Period at the Company's head office, address:
Mäkelänkatu 91, 00610 Helsinki, Finland.

Governing Law
The Offering will be governed by the laws of Finland and any disputes
arising in connection with the Offering will be settled by a court of
competent jurisdiction in Finland.

Attachments:

Amer Sports announces the terms and conditions of its Rights Offering.pdf