Access to the information and documents on this website is restricted for regulatory reasons.
You are requested to review the following information and make the following confirmation each time you access this restricted information.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE OFFEROR REGARDS AS UNDULY ONEROUS.
You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the voluntary recommended public cash tender offer (the “Tender Offer”) for all of the issued and outstanding shares of Amer Sports Corporation (“Amer Sports”) excluding any shares of Amer Sports which are held by Amer Sports or its subsidiaries. The information contained in this area of this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. The full terms and conditions of the Tender Offer are set out in the tender offer document (the “Tender Offer Document”). In deciding whether or not to accept of the Tender Offer, shareholders of Amer Sports should rely only on the information contained and procedures described in the Tender Offer Document.
This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in Canada, Japan, Australia or South Africa or in any other jurisdiction in which it would be unlawful. Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Canada, Japan, Australia or South Africa who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. ANTA Sports Products Limited (“ANTA Sports”) assumes no responsibility if there is a violation of applicable law or regulations by any person.
The Tender Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of persons, directly or indirectly, in any jurisdiction where making or acceptance of such Tender Offer would be prohibited by applicable laws or regulations or would require any registration, approval or further measures with any regulatory authority not expressly contemplated by the Tender Offer Document. The Tender Offer Document and related acceptance forms as well as other related material will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where it would be prohibited by the applicable laws or regulations. In particular, the Tender Offer is not being made, directly or indirectly, in or into (including by use of, or by any means or instrumentality, including without limitation e-mail, mail, facsimile transmission, telephone or internet, of interstate or foreign commerce, or any facilities of a national securities exchange) Canada, Japan, Australia or South Africa. Any purported acceptance of the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid.
Notice to Shareholders in the United States
U.S. shareholders are advised that shares in Amer Sports are not listed on a U.S. securities exchange and that Amer Sports is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Tender Offer is made to Amer Sports’ shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Amer Sports to whom an offer is made. Any information documents, including the Tender Offer Document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Amer Sports’ other shareholders.
Information distributed in connection with the Tender Offer is subject to disclosure requirements of Finland, which are different from those of the United States. The financial statements and financial information included on this website have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.
It may be difficult for Amer Sports’ shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since the Offeror and Amer Sports are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Amer Sports’ shareholders may not be able to sue the Offeror or Amer Sports or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and Amer Sports and their respective affiliates to subject themselves to a U.S. court’s judgment.
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, 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 rights, 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, the Offeror and its affiliates or its broker and its broker’s affiliates may from time to time, 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. 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. 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.
Neither the SEC nor any U.S. state securities commission 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.
This website and the information contained herein 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 publication of the relevant information.
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