On March 12, the Mascot Bidco consortium that launched a bid for all of Amer Sports' shares last Dec. 20, declared that it was going ahead with the group's takeover as it had received pledges for about 94.98 percent of the voting shares, even before the deadline of March 29 set for the completion of the tender offer.
At the same time, the consortium declared that it was proposing to change completely the composition of Amer's board of directors at an annual general meeting scheduled to be held in Helsinki on April 11.
In a subsequent offer period that lasted from March 7 to March 27, the total number of Amer shares and votes tendered increased further to represent about 98.10 percent of the total equity, excluding treasury shares.
Mascot Bidco is tentatively scheduled to announce the final results of the tender offer tomorrow and to pay the related cash consideration to Amer's shareholders on or about April 2. It will also seek to redeem the remaining shares and delist the company from the Nasdaq Helsinki exchange.
Mascot Bidco is proposing that Amer's new board of directors should consist of only seven members who would more or less exclusively represent the new shareholders belonging to the investment consortium. Apparently, there would not be any external directors as has been the case until now. The investment consortium is led by Anta Sports Products, which is in for a 58 percent controlling stake in the group, followed by Fountainvest Partners with 15.8 percent, Chip Wilson with 20.7 percent and Tencent Holdings with 5.6 percent.
Anta would be represented by Shizhong Dong, Jie Zheng and Shixian Lai. Born in 1970, Ding is the chief executive and board chairman of Anta, and a co-founder of the leading Chinese sporting goods company. He focuses on corporate strategies, brand management, planning and business development. Zheng, who has been with the company since 2008, is an executive director of Anta and the president of the Anta brand. Lai is Anta's chief financial officer.
Fountainvest would be represented by its chairman and CEO, Frank Kui Tang, who worked previously for Goldman Sachs. Chip Wilson, whose full name is Dennis James Wilson, will also sit on Amer's board. He is the 64-year-old founder of Lululemon Athletica, which he ran from 1998 to 2006 and where he is still a major shareholder.
Zhaohui Li, managing partner of Tencent Investment, would also be a member of the board. The seventh member would be Jennifer Qingyi Zheng, chief operating officer of EZ Logistics. The document released by Amer to notify shareholders about the new board says that she would not be independent in relation to Mascot Bidco, but did not specify the relation.
An extraordinary meeting taking place on the same date as the annual meeting will decide on the directors' compensation. The current proposal is that they would get no directorship fees and that they would only be refunded for reasonable travel and other expenses related to their work for the board.
All the shareholders will be able to participate in the meeting and to ask questions if they register by April 8. The minutes of the meeting will be available on Amer's website by April 25 at the latest.
Mascot Bidco has already proposed that the current management of Amer, led by Heikki Takala, should remain in place.
The investment consortium is taking a big gamble by purchasing Amer at the initially proposed price of €40 a share, which gives the group a total valuation of €4.6 billion, equivalent to about 18 times Ebitda.
Some observers are wondering whether differences in culture may play a role in the execution of an apparently sound business plan that would initially focus on optimizing the presence of Amer's brands in China.
Observers have noted that other mega-mergers in the sporting goods sector have not worked out, partly because of differences of culture. Take for example the combination of Quiksilver with Rossignol, or of Adidas with Salomon, which is now part of the Amer conglomerate. Similarly, Adidas' $3.7 billion takeover of Reebok has not quite lived up to expectations, and Kering recently decided to spin off Puma after investing $7.1 billion into the brand.
As a multi-brand conglomerate with a good track record, Amer may be in a better position to capitalize on the available synergies, and its combination with Anta is in line with its recent focus on the development of softgoods. Amer is the parent company of numerous brands, including Arc'teryx, Atomic, Peak Performance, Precor, Salomon, Suunto and Wilson.