Item 3. | Source and Amount of Funds or Other Consideration. |
Prior to the Issuer’s initial public offering (the “IPO”), on February 28, 2022 Amer Sports Holdings entered into a share subscription agreement with the Issuer, pursuant to which Amer Sports Holdings acquired 115,220,744 class A voting shares of the Issuer in exchange for 100% of the shares it held in the Issuer’s wholly-owned subsidiary, Amer Sports HK. On March 11, 2019 Anamered invested in Amer Sports Holdings for approximately €550,000,000 in cash available for investments. In connection with the IPO, the class A voting shares of the Issuer were reclassified into Ordinary Shares and the Issuer effected a share split of 3.3269-for-1, resulting in Amer Sports Holdings holding 383,327,896 Ordinary Shares. On February 8, 2024, Amer Sports Holdings distributed 304,233,940 Ordinary Shares to certain of its stockholders, resulting in Anamered remaining as the sole shareholder of Amer Sports Holdings, which currently holds the remaining 79,093,956 shares that were not distributed.
On February 5, 2024, at the closing of the IPO, IVIVA purchased 24,923,076 Ordinary Shares for $13.00 per share for an aggregate purchase price of $323,999,988. IVIVA’s payment of the aggregate purchase price was funded by capital contributions by its investor.
Item 4. | Purpose of Transaction. |
The information contained in Item 6 of this Schedule 13D is incorporated herein by reference.
The Reporting Persons acquired the Ordinary Shares for investment purposes.
In connection with the IPO, the Issuer adopted its second amended and restated memorandum and articles of association (the “Articles of Association”) and Anamered and the Issuer entered into a Nomination Agreement (the “Nomination Agreement”), both providing that Anamered has the right to nominate a director of the Issuer, subject to the satisfaction of certain conditions set forth therein, including the beneficial ownership by Anamered and its affiliates of at least 10% of the Issuer’s Ordinary Shares. Shares beneficially owned by Mr. Wilson, including the shares held in the name of Amer Sports Holdings and IVIVA, will be included in such determination.
The description of the Articles of Association and the Nomination Agreement contained in this Item 4 is not intended to be complete and is qualified in its entirety by reference to forms of such documents, which are filed as exhibits hereto and incorporated by reference herein.
The Reporting Persons expect to review from time to time the investment in the Issuer and may, depending on the Issuer’s business, assets, operations, financial condition, prospects and other factors: (i) purchase additional Ordinary Shares in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Ordinary Shares, options or other securities now beneficially owned or hereafter acquired; (iii) propose one or more directors for the Issuer’s board of directors, including pursuant to the Nomination Agreement; (iv) engage in discussions, negotiations or enter into other transactions with a view to obtaining direct or indirect control of the Issuer; (v) acquire assets of the Issuer and its subsidiaries; and (vi) engage in such other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.
Each Reporting Person may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.
Mr. Wilson serves as a member of the board of directors of the Issuer (the “Board”) and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
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