NORTH HOLDINGS 3 OY INSIDE INFORMATION November 3, 2022 at
8:15 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
North Holdings 3 Oy announces a voluntary recommended public cash tender offer
for all the shares in Caverion Corporation
-- North (BC) Lux Holdco SARL, Security Trading Oy, Fennogens Investments S.A.
and Corbis S.A. form a consortium (the "Consortium") for the purposes of
the voluntary recommended public cash tender offer for all the issued and
outstanding shares in Caverion Corporation ("Caverion").
-- The transaction will enable Caverion to undertake an extensive
transformation to sustainably improve its long-term performance.
-- The Consortium intends to support the development of Caverion with
significant financial resources and industrial expertise.
-- Opportunity for Caverion's shareholders to realize their investment in
Caverion at an attractive premium
.
-- The Consortium's existing shareholding combined with irrevocable
undertakings to support the offer received from Caverion's shareholders
represent approximately 42.5 percent of Caverion's outstanding shares in
aggregate.
North Holdings 3 Oy (the "Offeror"), a private limited liability company
incorporated and existing under the laws of Finland, that will be indirectly
owned by a consortium led by North (BC) Lux Holdco SARL ("Bain Luxco") (a
vehicle owned and controlled by funds managed or advised by Bain Capital
Private Equity (Europe), LLP, and/or its affiliates (together "Bain Capital"
and such funds being the "Bain Capital Funds") and further including Security
Trading Oy ("Security Trading"), Fennogens Investments S.A. ("Fennogens") and
Corbis S.A. ("Corbis") (together the "Consortium"), hereby announces a
voluntary recommended public cash tender offer for all the issued and
outstanding shares in Caverion Corporation ("Caverion" or the "Company") that
are not held by Caverion or its subsidiaries (the "Shares" or, individually, a
"Share") (the "Tender Offer"). The shareholders of Caverion (other than
Caverion or its subsidiaries) will be offered a cash consideration of EUR 7.00
for each Share validly tendered in the Tender Offer (the "Offer Price"). The
Board of Directors of Caverion, represented by a quorum comprising the
non-conflicted members of the Board of Directors, has unanimously decided to
recommend that the shareholders of Caverion accept the Tender Offer.
KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER
-- On November 3, 2022, the Offeror and Caverion entered into a combination
agreement (the "Combination Agreement") pursuant to which the Offeror will
make the Tender Offer for all of the issued and outstanding shares in
Caverion, excluding shares held by Caverion and its subsidiaries. Bain
Luxco, Security Trading, Fennogens and Corbis have formed a Consortium for
the purposes of the Tender Offer, which indirectly will own the Offeror
following the completion of the Tender Offer.
-- The Offer Price under the Tender Offer is EUR 7.00 in cash for each Share
validly tendered in the Tender Offer, subject to any adjustments as set out
in the section "The Tender Offer in Brief" below.
-- The Offer Price represents a premium of approximately 49.3 percent compared
to the closing price (EUR 4.69) of the Share on Nasdaq Helsinki Ltd
("Nasdaq Helsinki") on November 2, 2022, the last trading day immediately
preceding the announcement of the Tender Offer, and a premium of
approximately 48.6 percent compared to the volume-weighted average price
(EUR 4.71) of the Share on Nasdaq Helsinki during the three-month period
prior to and up to November 2, 2022.
-- The Tender Offer values Caverion's total equity at approximately EUR 955.3
million (disregarding the 2,447,447 shares held in treasury by Caverion).
-- The Board of Directors of Caverion, represented by a quorum comprising the
non-conflicted members of the Board of Directors, has unanimously decided
to recommend that the shareholders of Caverion accept the Tender Offer.
-- The Consortium believes that private ownership will enable Caverion to
reach its full potential through an extensive transformation plan
accelerating growth and profitability. The private setting will allow
Caverion's management to focus on driving longer term value creation
without considerations for short-term market volatility.
-- The Consortium is well-positioned to support the transformation of the
Company thanks to Bain Capital's considerable experience in the industry
and distinctive approach to investments, working alongside management in
the pursuit of long-term strategic goals. The prominent participation of
Caverion's major shareholders in the Consortium
will also ensure continuity with Caverion's culture and history. Together,
this unique group of investors is best equipped with relevant industrial
expertise and adequate capital resources to support the transformation of
Caverion.
-- The completion of the Tender Offer is not expected to have any immediate
material effects on the operations, or the position of the management or
employees, of Caverion. However, as is customary, the Offeror intends to
change the composition of the Board of Directors of Caverion after the
completion of the Tender Offer.
-- Together with the Shares held by the Consortium, the irrevocable
undertakings to support the Tender Offer represent approximately 42.5
percent of all the Shares and votes in Caverion in aggregate.
-- The Offeror has secured the required equity and debt financing to finance
the Tender Offer at completion in accordance with its terms, and subsequent
compulsory redemption proceedings, if any, in accordance with the Finnish
Companies Act (624/2006, as amended, the "Finnish Companies Act").
-- The Offeror expects to publish a tender offer document (the "Tender Offer
Document") with detailed information on the Tender Offer on or about
November 23, 2022. The offer period under the Tender Offer is expected to
commence on or about November 24, 2022, and to expire on or about January
12, 2023, unless the Offeror extends the offer period in order to satisfy
the conditions to completion of the Tender Offer, including, among others,
receipt of all necessary regulatory approvals (or expiry of regulatory
waiting periods, as the case may be). The Tender Offer is currently
expected to be completed during the first quarter of 2023.
-- The completion of the Tender Offer is subject to the satisfaction or waiver
by the Offeror of certain customary conditions on or prior to the Offeror's
announcement of the final results of the Tender Offer including, among
others, that approvals by all necessary competition authorities and other
regulatory authorities have been received (or regulatory waiting periods
have expired, as the case may be) and the Offeror having gained control to
more than 90 percent of the Shares and votes in Caverion.
Commenting on the Tender Offer, Ivano Sessa, Managing Director, Head of
Industrial Vertical, Bain Capital & Halvor Horten, Managing Director, Head of
Nordics, Bain Capital:
"We have followed Caverion closely for several years and believe that to ensure
that the Company reaches its full potential, an extensive transformation plan
under a period of private ownership is needed. To this end, we have formed a
consortium that is exceptionally well-suited to support the successful
transformation of the Company. Bain Capital has a strong track record of
successfully developing and transforming industrial companies through a period
of private ownership, including in the Nordic region. One of our core values
revolves around partnerships with management teams to offer insights and
expertise that challenge conventional thinking, helping to build great
businesses and improve the way they operate and serve customers, while Security
Trading, Fennogens and Corbis remain as core owners providing cultural and
historical continuity. Together, this unique group of investors intends to
invest a significant amount of time and capital resources to deliver its
strategic initiatives, to pursue an ambitious investment program and to support
the Company, its management and employees in the transformation and long-term
development of the Company."
Commenting on the Tender Offer, Mats Paulsson, Chairman of the Board of
Directors of Caverion:
"Over the past years, Caverion's management and employees have strengthened the
company's profitability gradually year-by-year. In May this year we announced
our updated strategy and targets until the end of 2025, including a renewed
focus to grow sustainably and responsibly. I am proud of our dedicated
employees, who are delivering high quality service to our customers. Our
investment in our skilled people as well as digital innovation and energy
management solutions will enable us to remain at the forefront of our industry.
The interest from the Consortium underlines the relevance of our strategy.
Nonetheless, the Board of Directors also recognises that continued execution is
required to realise the full potential of the business and to meet the targets,
with the current socio-political and macro-economic environment creating a
number of uncertainties. For our shareholders, the offer represents a
substantial premium to Caverion's share price and reflects a fair offer when
considering our long-term prospects and targets due to the aforementioned
risks."
Commenting on the Tender Offer, Jacob Götzsche, President and CEO of Caverion:
"Since I joined Caverion, I have been very proud of the transformation that our
organization has achieved and continues to do so. I believe that Caverion has
come a long way and has truly built a strong foundation from which it can
capitalize on its potential. Our innovative and industry-leading digital and
energy management offerings are even more relevant in today's complex
environment. The offer made by the Consortium provides clear evidence that
Caverion's goal to achieve "Sustainable Growth" by delivering to our customers
along the building's lifecycle and assisting in their Smart Building and green
transitions is an attractive strategy for the future. I believe that with the
support and resources from Bain Capital and the Consortium we will be able to
further accelerate our business and deliver value to all stakeholders. We at
Caverion continue our daily work as usual, focusing on serving our customers
and working together across the company."
ABOUT THE CONSORTIUM
Bain Luxco is owned and controlled by the Bain Capital Funds. Bain Capital is
one of the most experienced and successful private investment firms globally,
having made more than 1,230 primary and add-on investments with approximately
USD 160 billion assets under management. The firm has more than 620 investment
professionals worldwide spread throughout its global network in Europe, Asia
and North America. Bain Capital has made numerous successful and
value-enhancing investments and exits in the Nordic region over the past years.
Notably, the company led the successful take-private of Ahlstrom-Munksjö, a
global leader in innovative and sustainable fiber-based materials, which was
delisted from Nasdaq Helsinki last year. Further, from 2012 Bain Capital was
the owner of Bravida, a leading Nordic technical installation and services
provider, listing the business on Nasdaq Stockholm in 2015.
Security Trading is an investment company owned by the Antti Herlin family. As
at the date of this announcement, Antti Herlin, Security Trading and Hisra
Consulting and Finance Oy, which is a company fully owned by Security Trading,
together hold approximately 15.43 percent of the Shares and votes in Caverion
(excluding shares held in treasury by Caverion).
Fennogens is an investment company owned by the Georg Ehrnrooth, Henrik
Ehrnrooth and Carl-Gustaf Ehrnrooth families. As at the date of this
announcement, Fennogens holds approximately 10.38 percent of the Shares and
votes in Caverion (excluding shares held in treasury by Caverion).
Corbis is an investment company owned by the Henrik Ehrnrooth family. As at the
date of this announcement, Corbis holds approximately 1.27 percent of the
Shares and votes in Caverion (excluding shares held in treasury by Caverion).
Security Trading, Fennogens and Corbis all represent long-term shareholders of
Caverion since its establishment and they have significant operational
experience of Caverion and the industry.
Bain Luxco, Security Trading, Fennogens and Corbis form the Consortium for the
purposes of the Tender Offer and have committed to tender all Shares held by
them to the Tender Offer. As at the date of this announcement, the Offeror, a
private limited liability company incorporated under the laws of Finland, is
indirectly owned by North Lux Topco SARL, which is a private limited company
incorporated under the laws of Grand Duchy of Luxembourg. North Lux Topco SARL
was incorporated to be the holding company in the acquisition structure and is
currently owned by Bain Luxco. It is expected that immediately after the
completion of the Tender Offer and the cash investments to be made by the
Consortium members in North Lux Topco SARL, Bain Luxco will own approximately
72.92 percent, Security Trading approximately 15.43 percent, Fennogens
approximately 10.38 percent and Corbis approximately 1.27 percent of the common
shares in North Lux Topco SARL, subject to adjustment on the basis of
pre-agreed maximum investment amounts of Security Trading, Fennogens and Corbis
and the possible co-investment by Goldman Sachs Asset Management described
below.
In addition, (i) certain funds managed by affiliates of The Goldman Sachs
Group, Inc. and (ii) certain affiliates of The Goldman Sachs Group, Inc.
("Goldman Sachs Asset Management") are providing subordinated debt financing to
the PIK Borrower (as defined below) in connection with the Tender Offer. In
connection with the subordinated debt financing arrangement, Goldman Sachs
Asset Management may also make an equity co-investment alongside the Consortium
members in North Lux Topco SARL. If the equity investment is made by Goldman
Sachs Asset Management, it is expected that immediately after the completion of
the Tender Offer Goldman Sachs Asset Management will own approximately 6-7
percent of the common shares in North Lux Topco SARL. A summary of the
financing has been provided below under section "Financing".
ABOUT CAVERION
Caverion is a public limited liability company incorporated under the laws of
Finland with its shares listed on the official list of Nasdaq Helsinki.
Caverion is a Northern & Central European-based expert for smart and
sustainable built environments, enabling performance and people's well-being.
Caverion offers expert guidance during the entire life cycle of buildings,
infrastructure or industrial sites and processes: from design & build to
projects, technical and industrial maintenance, facility management as well as
advisory services. Caverion's more than 14,000 professionals serve customers in
10 countries.
BACKGROUND AND STRATEGIC RATIONALE
The Consortium recognizes that Caverion has been recently undertaking a major
effort to enhance its operations and narrow the gap vis-à-vis some of its
competitors in terms of operating and financial performance. Although such
efforts have yielded some positive results, the deteriorating macro and market
conditions are estimated to make it more challenging to continue the
repositioning. The Consortium believes that to lock-in the improvements to date
and to ensure future development, a step change in Caverion's ongoing
transformation is needed. The Consortium believes that under private ownership
Caverion will be best placed to accelerate and deliver on the strategic
initiatives needed for sustainably improving its long-run performance. To this
aim, the Consortium intends to invest significant time and capital resources to
support Caverion's long-term development. Under private ownership, Caverion is
expected to pursue an ambitious investment program in organic initiatives as
well as acquisitions of synergistic businesses, notwithstanding a period of
heightened economic and geo-political uncertainty. The Consortium believes that
Caverion, in a private setting, will more effectively manage all above
mentioned initiatives as well as current market challenges, as its management
can devote its full attention to the business without the constraints imposed
by the quarterly earnings cycle and the public market.
The Consortium is well-positioned to support the transformation of the Company
due to Bain Capital's considerable experience in the industry, including as a
former investor in Bravida, and distinctive approach to investments, working
alongside management in the pursuit of long-term strategic goals. With Bain
Capital, Caverion will have a reference shareholder that can combine a
long-term perspective with industrial expertise, and that has a strong track
record of successfully developing companies through a period of private
ownership. The Company's long-term main shareholders' prominent participation
in the Consortium will ensure continuity with Company's culture and history.
Together, this unique group of investors, in good co-operation with Caverion's
employees, will bring along to the Company the appropriate long-term investment
horizon, industrial expertise and financial resources.
The completion of the Tender Offer is not expected to have any immediate
material effects on the operations, or the position of the management or
employees, of Caverion. However, as is customary, the Offeror intends to change
the composition of the Board of Directors of Caverion after the completion of
the Tender Offer.
THE TENDER OFFER IN BRIEF
The Offeror and Caverion have on November 3, 2022, entered into the Combination
Agreement pursuant to which the Offeror will make the Tender Offer. A summary
of the Combination Agreement has been provided below under section "The
Combination Agreement".
The Offeror and Caverion have undertaken to comply with the Helsinki Takeover
Code issued by the Finnish Securities Market Association (the "Helsinki
Takeover Code").
As at the date of this announcement, Caverion has 138,920,092 issued shares, of
which 136,472,645 are outstanding Shares and 2,447,447 of which are held in
treasury. As at the date of this announcement, Security Trading together with
Antti Herlin directly and indirectly holds in aggregate 21,054,392 Shares,
representing approximately 15.43 percent of all outstanding Shares and votes in
Caverion, Fennogens directly holds 14,169,850 Shares, representing
approximately 10.38 percent of all outstanding Shares and votes in Caverion and
Corbis directly holds 1,739,412 Shares, representing approximately 1.27 percent
of all outstanding Shares and votes in Caverion. As at the date of this
announcement, neither the Offeror nor Bain Luxco hold any Shares.
The Offeror, Bain Luxco and Goldman Sachs Asset Management, each respectively,
reserve the right to acquire Shares before, during and/or after the offer
period (including any extension thereof and any subsequent offer period) in
public trading on Nasdaq Helsinki or otherwise.
The Offer Price
The Offer Price is EUR 7.00 in cash for each Share validly tendered in the
Tender Offer, subject to any adjustments as set out below.
The Offer Price represents a premium of approximately:
-- 49.3 percent compared to EUR 4.69, i.e. the closing price of the Caverion
share on Nasdaq Helsinki on November 2, 2022, the last trading day
immediately preceding the announcement of the Tender Offer;
-- 48.6 percent compared to EUR 4.71, i.e. the three-month volume-weighted
average trading price of the Caverion share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer; and
-- 49.9 percent compared to EUR 4.67, i.e. the six-month volume-weighted
average trading price of the Caverion share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer.
The Offer Price has been determined based on 136,472,645 issued and outstanding
Shares. Should the Company increase the number of Shares that are issued and
outstanding on the date hereof as a result of a new share issue,
reclassification, stock split (including a reverse split) or any other similar
transaction with dilutive effect, or should the Company distribute a dividend
or otherwise distribute funds or any other assets to its shareholders, or if a
record date with respect to any of the foregoing occurs prior to any of the
settlements of the completion trades (whether after the expiry of the offer
period or any subsequent offer period), resulting in the distribution of funds
not being payable to the Offeror, the Offer Price payable by the Offeror shall
be reduced accordingly on a euro-for-euro basis.
The Offer Period
The offer period under the Tender Offer is expected to commence on or about
November 24, 2022, and to expire on or about January 12, 2023. The Offeror
reserves the right to extend the offer period from time to time in accordance
with, and subject to, the terms and conditions of the Tender Offer and
applicable laws and regulations, in order to satisfy the conditions to
completion of the Tender Offer, including, among others, the receipt of all
necessary regulatory approvals, permits, clearances and consents, including
without limitation approvals required under applicable foreign direct
investment laws, competition clearances (or, where applicable, the expiry of
relevant waiting periods) required under applicable competition laws or other
regulatory laws in any jurisdiction for the completion of the Tender Offer. The
Tender Offer is currently expected to be completed during the first quarter of
2023.
The detailed terms and conditions of the Tender Offer as well as instructions
on how to accept the Tender Offer will be included in the Tender Offer
Document, which the Offeror expects to publish on or about November 23, 2022.
Recommendation by the Board of Directors of Caverion
The Board of Directors of Caverion, represented by a quorum comprising the
non-conflicted members of the Board of Directors, has unanimously decided to
recommend that the shareholders of Caverion accept the Tender Offer. The Board
of Directors will issue its statement on the Tender Offer in accordance with
the Finnish Securities Markets Act (746/2012, as amended, the "Finnish
Securities Markets Act") before the commencement of the offer period and it
will be appended to the Tender Offer Document. The Board of Directors of
Caverion received an opinion, dated November 3, 2022, of Caverion's exclusive
financial adviser, Bank of America Europe DAC, Stockholm branch ("BofA
Securities"), to the effect that, as of the date of such opinion, the Offer
Price to be paid to holders of Shares (other than Security Trading, Fennogens
and Corbis and their respective affiliates) pursuant to the Tender Offer, was
fair from a financial point of view, to such holders, which opinion was based
upon and subject to the assumptions made, procedures followed, matters
considered and limitations and qualifications on the review undertaken as more
fully described in such opinion. The opinion of BofA Securities was provided
for the use and benefit of the Board of Directors of Caverion and does not
constitute a recommendation as to how any holders of Shares should act in
connection with the Tender Offer or any related matter. The complete opinion
will be attached to the statement of the Board of Directors of Caverion.
Vice Chairman of the Board of Directors Markus Ehrnrooth, who is closely
associated with two of the parties of the Consortium, Fennogens and Corbis, has
not participated in any assessment or review of the implications of the Tender
Offer by the Board of Directors or in any decision-making concerning the
recommendation of the Board of Directors or the Combination Agreement. In line
with the resolution of the Board of Directors of the Caverion, Markus Ehrnrooth
has not participated in and has refrained from the work of the Board of
Directors in Caverion during the pendency of the discussions between the
Consortium and Caverion concerning the Tender Offer due to his material
connections to and interests in the Offeror.
Support by certain shareholders of Caverion
Elo Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance
Company, Mandatum Life Insurance Company Limited and Varma Mutual Pension
Insurance Company, together representing approximately 15.4 percent of all
outstanding Shares and votes in Caverion, as well as Antti Herlin, Hisra
Consulting and Finance Oy and Autumn Spirit Oü, which are not part of the
Consortium but are related parties to the Consortium members and together
represent approximately 0.5 percent of all outstanding Shares and votes in
Caverion, have irrevocably undertaken to accept the Tender Offer. These
irrevocable undertakings may be terminated among other terms in the event that
the Offeror withdraws the Tender Offer, or in the event that a competing offer
is announced by a third party with a consideration of at least EUR 7.70 per
share and the Offeror does not match or exceed the consideration offered in
such competing offer within a certain period of time.
Together with the Shares directly held by the Consortium members, the
irrevocable undertakings represent approximately 42.5 percent of all the
outstanding Shares and votes in Caverion in aggregate.
Conditions to Completion of the Tender Offer
A condition to the completion of the Tender Offer is that the requirements set
forth below for the completion of the Tender Offer (the "Conditions to
Completion") are fulfilled on or by the date of the Offeror's announcement of
the final result of the Tender Offer in accordance with Chapter 11, Section 18
of the Finnish Securities Markets Act, or, to the extent permitted by
applicable law, their fulfilment is waived by the Offeror:
1. The Tender Offer has been validly accepted with respect to the Shares
representing, together with any other Shares otherwise acquired by the
Offeror prior to or during the Offer Period, more than ninety (90) percent
of the Shares and voting rights in the Company calculated in accordance
with Chapter 18 Section 1 of the Finnish Companies Act;
2. The receipt of all necessary regulatory approvals, permits, clearances and
consents, including without limitation approvals required under applicable
foreign direct investment laws, competition clearances (or, where
applicable, the expiry of relevant waiting periods) required under
applicable competition laws or other regulatory laws in any jurisdiction
for the completion of the Tender Offer, and that any conditions set out in
such approvals, permits, clearances or consents, including, but not limited
to, any requirements for the disposal of any assets of the Company or any
reorganization of the business of the Company, are reasonably acceptable to
the Offeror in that they are not materially adverse to the Offeror or the
Company in view of the Tender Offer and have been satisfied or complied
with to the extent necessary;
3. No material adverse change has occurred on or after signing date of the
Combination Agreement;
4. The Offeror has not received information after signing date of the
Combination Agreement previously undisclosed to it that constitutes or
results in a material adverse change;
5. No information made public by the Caverion group or disclosed by the
Company to the Offeror being materially inaccurate, incomplete, or
misleading, and the Company not having failed to make public any
information that should have been made public by it under applicable laws,
including the rules of Nasdaq Helsinki, provided that, in each case, the
information made public, disclosed or not disclosed or the failure to
disclose information constitutes a material adverse change;
6. No legislation or other regulation has been issued and no court or
regulatory authority of competent jurisdiction has given a decision or
issued any regulatory action that would wholly or in any material part
prevent, postpone or frustrate the completion of the Tender Offer;
7. The Board of Directors of the Company has issued its unanimous
recommendation that the holders of the Shares accept the Tender Offer and
tender their Shares in the Tender Offer and the recommendation remains in
full force and effect and has not been withdrawn, modified, cancelled, or
amended (excluding, however, any technical modification or change of the
recommendation required under applicable laws or the Helsinki Takeover Code
as a result of a competing offer or otherwise so long as the recommendation
to accept the Tender Offer is upheld); and
8. The Combination Agreement has not been terminated and remains in full force
and effect.
The Conditions to Completion set out herein are exhaustive. The Offeror may
invoke any of the Conditions to Completion so as to cause the Tender Offer not
to proceed, to lapse or to be withdrawn, if the circumstances which give rise
to the right to invoke the relevant Condition to Completion have a significant
meaning to the Offeror in view of the Tender Offer, as referred to in the
Regulations and Guidelines 9/2013 (Takeover bids and mandatory bids), as may be
amended or re-enacted from time to time, issued by the Finnish Financial
Supervisory Authority and the Helsinki Takeover Code. The Offeror reserves the
right to waive any of the Conditions to Completion that have not been
fulfilled, including with respect to Condition to Completion 1, to consummate
the Tender Offer at a lower acceptance level or otherwise despite the
non-fulfilment of some of the Conditions to Completion. If all Conditions to
Completion have been fulfilled or the Offeror has waived the requirements for
the fulfilment of all or some of them no later than at the time of announcement
of the final results of the Tender Offer, the Offeror will consummate the
Tender Offer in accordance with its terms and conditions after the expiration
of the offer period by purchasing the Shares validly tendered in the Tender
Offer and paying the Offer Price to the holders of the Shares that have validly
accepted the Tender Offer.
Regulatory Approvals
The Offeror will, as soon as reasonably practicable, make all material and
customary submissions, notifications and filings (or draft notifications as
appropriate) required to obtain all necessary regulatory approvals, permits,
clearances and consents, including without limitation approvals required under
applicable foreign direct investment laws, competition clearances (or, where
applicable, the expiry of relevant waiting periods) required under applicable
competition laws or other regulatory laws in any jurisdiction for the
completion of the Tender Offer.
Based on currently available information, the Offeror expects to obtain such
necessary regulatory approvals, permits, clearances and consents and to
complete the Tender Offer during the first quarter of 2023. The Offeror will
use its reasonable best efforts to obtain such regulatory approvals. However,
the length and outcome of the merger control and foreign investment clearance
process is not within the control of the Offeror, and there can be no
assurances that clearance will be obtained within the estimated timeframe, or
at all.
Financing
The Offeror has received equity commitments, as evidenced in equity commitment
letters addressed to the Offeror, and the indirect parent of the Offeror, North
Holdings 1 Oy (the "PIK Borrower") has received debt commitments (and interim
debt commitments), as evidenced in a debt commitment letter addressed to the
PIK Borrower, in each case, to finance the Tender Offer at completion and
compulsory redemption proceedings, if any. The Offeror's obligation to complete
the Tender Offer is not conditional upon availability of financing (assuming
that all the Conditions to Completion of the Tender Offer are satisfied or
waived by the Offeror). The subordinated debt financing has been committed by
Goldman Sachs Asset Management on a customary European "certain funds" basis
and thus its availability is subject only to the following limited conditions:
1. no event of default has occurred and is continuing in respect of a payment
default, the breach of a major undertaking, a major misrepresentation,
certain invalidities and repudiations, certain insolvency proceedings (and
similar events elsewhere), or a change of control;
2. it has not become illegal since the date on which Goldman Sachs Asset
Management first became a party to make available or allow to remain
outstanding the subordinated debt financing under the relevant facilities
agreement; and
3. the provision of certain customary documentary and commercial conditions
precedent, each of which is satisfied or within the sole and absolute
control of the PIK Borrower as at this date, in respect of the interim
commitments.
Future plans concerning the Shares
The Offeror intends to acquire all the Shares. If, as a result of the
completion of the Tender Offer, the Offeror's ownership has exceeded 90 percent
of all the Shares and votes in the Company, when calculated together with any
Shares otherwise held by the Offeror prior to the date of the announcement of
the final result of the Tender Offer, the Offeror will commence as soon as
reasonably practicable compulsory redemption proceedings in accordance with the
Finnish Companies Act for all the Shares not purchased pursuant to the Tender
Offer. Thereafter, the Offeror will apply for the shares in Caverion to be
delisted from Nasdaq Helsinki, as soon as permitted and reasonably practicable
under the applicable laws and regulations and the rules of Nasdaq Helsinki.
The Combination Agreement
The Combination Agreement between Caverion and the Offeror sets forth the
principal terms under which the Offeror will make the Tender Offer.
Under the Combination Agreement, the Board of Directors of Caverion may, at any
time prior to the completion of the Tender Offer, withdraw, modify, cancel or
amend its recommendation and take actions contradictory to the recommendation,
including by way of deciding not to issue its recommendation for the
shareholders of Caverion to accept the Tender Offer, but only if the Board of
Directors of Caverion determines in good faith due to any event, condition,
circumstance, development, occurrence, change, effect or fact (the "Effect")
occurring after the date of the Combination Agreement or an Effect occurring
prior to the date of the Combination Agreement of which the Board of Directors
of the Company was not aware as at the date of the Combination Agreement, after
receiving written advice from its reputable external legal counsel and
financial advisor(s) and after consultation with the Offeror, that such
withdrawal, modification, cancellation or amendment of its recommendation or
contrary action is required for the Board of Directors of the Company to comply
with its mandatory fiduciary duties towards the holders of the Shares under
Finnish laws and regulations (the "Fiduciary Duties"). If such an action by the
Board of Directors of the Company is connected to a competing offer or a
competing proposal, which the Board of Directors of the Company has determined
in good faith to constitute a superior offer (including from financial and
deliverability points of view to the Offeror's Tender Offer) if made public,
the Board of Directors of the Company may withdraw, modify, cancel or amend or
take actions contradictory to its recommendation provided that the Board of
Directors of the Company has (i) complied with its obligations in the
Combination Agreement to not solicitate competing transactions, (ii) notified
the Offeror of the Company's receipt of the competing offer or competing
proposal, (iii) in good faith provided the Offeror with an opportunity to
negotiate with the Board of Directors of the Company about matters arising from
the competing offer or competing proposal, and (iv) given the Offeror at least
eight (8) business days from the date of publishing the competing offer or from
the date of the Offeror having been informed in writing of a serious competing
proposal and its material terms to enhance its Tender Offer as contemplated by
the Combination Agreement.
The Company shall, and shall cause its subsidiaries and its and their
respective representatives to, (a) not to, directly or indirectly, solicit,
encourage, facilitate, promote, participate in any negotiations, provide
information with respect to the Caverion group to any person in connection
with, or otherwise cooperate in any manner with, any competing offer or inquiry
or proposal for such offer or for any other transaction that could constitute
or result in any competing transaction or otherwise prevent, harm, delay or
hinder the completion of the Tender Offer, (b) cease and cause to be terminated
any possible discussions, negotiations or other activities related to any
competing proposal conducted prior the signing date of the Combination
Agreement, (c) not to, upon receipt of a competing proposal, directly or
indirectly, facilitate or promote the progress of such competing proposal,
unless such measures are required in order for the Board of Directors of the
Company to comply with its Fiduciary Duties (and only to the extent necessary
for the fulfillment of the Fiduciary Duties), and provided that the Company
complies with certain procedures about matters arising from such competing
proposal.
The Combination Agreement further includes certain customary representations,
warranties and undertakings by both parties, such as conduct of Caverion's and
each of its subsidiaries' business in the ordinary course of business until the
earlier of the date of the settlements of the completion trades with respect to
the Shares tendered in the Tender Offer or the termination of the Combination
Agreement in accordance with its terms and use of reasonable best efforts by
the parties to do, or cause to be done, and to assist and cooperate with the
other party in doing, all things necessary or advisable to consummate in the
most expeditious manner practicable, the Tender Offer and the transactions
contemplated by the Combination Agreement.
The Combination Agreement may be terminated and the transactions contemplated
in the Combination Agreement abandoned by the Company or the Offeror in certain
circumstances, including, among others, if a final, non-appealable injunction
or other order issued by any court of competent jurisdiction or other final,
non-appealable legal restraint or prohibition preventing the consummation of
the Tender Offer has taken effect after the date of the Combination Agreement
and continues to be in effect or upon a material breach of any warranty or
undertaking given by the Company or the Offeror. If the Combination Agreement
is terminated due to certain reasons specified in the Combination Agreement,
the Offeror has agreed to reimburse expenses incurred by the Company up to the
maximum amount of EUR 10,000,000 and the Company has agreed to reimburse
expenses incurred by the Offeror up to the maximum amount of EUR 10,000,000.
ADVISERS
The Offeror has appointed UBS AG London Branch, Advium Corporate Finance Ltd.,
Goldman Sachs International, Nordea Bank Abp and BNP Paribas as financial
advisers, Nordea Bank Abp as arranger outside of the United States and Kirkland
& Ellis International LLP, Roschier, Attorneys Ltd. and Hannes Snellman
Attorneys Ltd as legal advisers in connection with the Tender Offer. Caverion
has appointed Bank of America Europe DAC, Stockholm branch as exclusive
financial adviser and Castrén & Snellman Attorneys Ltd as legal adviser in
connection with the Tender Offer.
INVITATION TO A NEWS CONFERENCE ON NOVEMBER 3, 2022 AT 10.00 AM EET
Caverion and representatives of the Consortium will arrange a news conference
and conference call on November 3, 2022 at 10.00 a.m. (EET), as part of
Caverion's Interim Report news conference. The event will be held in English.
Webcast information
The news conference can be viewed live at https://caverion.videosync.fi/2022-q3.
It is also possible to participate in the event through a conference call by
registering beforehand on the following link: https://call.vsy.io/access-8279.
Phone numbers and the conference ID to access the conference will be provided
after the registration. To ask a question, press *5 on your telephone keypad to
enter the queue.
During the webcast and conference call, all questions should be presented in
English.
The presentation material and recording will be available at
www.caverion.com/investors after the news conference.
Investor and Media enquiries:
Caverion
Jacob Götzsche, President and CEO, Caverion (contacts via Milena Hæggström)
Mikko Kettunen, CFO, Caverion, tel. +358 50 347 7462,
mikko.kettunen@caverion.com
Milena Hæggström, Head of Investor Relations and External Communications,
Caverion, tel. +358 40 5581 328, milena.haeggstrom@caverion.com
Bain Capital, Security Trading, Fennogens and Corbis
Taru Taipale, +358 50 470 6235, taru.taipale@miltton.com
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT
THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED
IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED
BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF,
OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE
TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN
COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Information for shareholders of Caverion in the United States
Shareholders of Caverion in the United States are advised that the Shares are
not listed on a U.S. securities exchange and that Caverion 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 will be made for the issued and outstanding shares of
Caverion, which is domiciled in Finland, and is subject to Finnish disclosure
and procedural requirements. The Tender Offer is made in the United States
pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to
the exemption provided under Rule 14d-1(d) under the Exchange Act, and
otherwise in accordance with the disclosure and procedural requirements of
Finnish law, including with respect to the Tender Offer timetable, settlement
procedures, withdrawal, waiver of conditions and timing of payments, which are
different from those of the United States. In particular, the financial
information included in this announcement has 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. The Tender
Offer is made to Caverion's shareholders resident in the United States on the
same terms and conditions as those made to all other shareholders of Caverion
to whom an offer is made. Any informational documents, including this
announcement, are being disseminated to U.S. shareholders on a basis comparable
to the method that such documents are provided to Caverion's other
shareholders.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange release and during the pendency of the Tender
Offer, and other than pursuant to the Tender Offer, directly or indirectly
purchase or arrange to purchase Shares or any securities that are convertible
into, exchangeable for or exercisable for Shares. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. 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 Caverion of such information. In addition, the
financial advisers to the Offeror may also engage in ordinary course trading
activities in securities of Caverion, 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 approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer. Any representation to the contrary
is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
holder of Shares is urged to consult its independent professional advisers
immediately regarding the tax and other consequences of accepting the Tender
Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws
only apply to U.S. holders of Shares and will not give rise to claims on the
part of any other person. It may be difficult for Caverion's shareholders to
enforce their rights and any claims they may have arising under the U.S.
federal securities laws, since the Offeror and Caverion 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. Caverion shareholders may not be able to
sue the Offeror or Caverion or their respective officers or directors in a
non-U.S. court for violations of the U.S. federal securities laws. It may be
difficult to compel the Offeror and Caverion and their respective affiliates to
subject themselves to a U.S. court's judgment.
Disclaimer
UBS AG London Branch is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the Prudential
Regulation Authority and subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority in the
United Kingdom. UBS AG London Branch is acting exclusively for the Offeror and
no one else in connection with the Tender Offer or the matters referred to in
this document, will not regard any other person (whether or not a recipient of
this document) as its client in relation to the Tender Offer and will not be
responsible to anyone other than the Offeror for providing the protections
afforded to its clients or for providing advice in relation to the Tender Offer
or any other transaction or arrangement referred to in this document.
Advium Corporate Finance Ltd is acting exclusively on behalf of the Offeror and
no one else in connection with the Tender Offer or other matters referred to in
this document, does not consider any other person (whether the recipient of
this document or not) as a client in connection to the Tender Offer, and is not
responsible to anyone other than the Offeror for providing protection or
providing advice in connection with the Tender Offer or any other transaction
or arrangement referred to in this document.
Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for the
Offeror and no one else in connection with the Tender Offer and the matters set
out in this stock exchange release, and will not be responsible to anyone other
than the Offeror for providing the protections afforded to clients of Goldman
Sachs International, or for giving advice in connection with the Tender Offer
or any matter or arrangement referred to in this stock exchange release.
Nordea Bank Abp is acting as financial adviser to the Offeror and arranger
outside of the United States and no one else in connection with the Tender
Offer, and will not regard any other person as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Offeror for
providing the protection afforded to clients of Nordea Bank Abp, nor for
providing advice in relation to the Tender Offer or the other matters referred
to in this stock exchange release. For the avoidance of doubt, Nordea Bank Abp
is not registered as a broker or dealer in the United States of America and
will not be engaging in direct communications relating to the Tender Offer with
investors located within the United States (whether on a reverse inquiry basis
or otherwise). U.S. shareholders should contact their brokers with any
questions relating to the Tender Offer.
BNP Paribas, which is duly authorized and lead-supervised by the European
Central Bank and the Autorité de Contrôle Prudentiel et de Résolution, is
acting exclusively for the Offeror and no one else in connection with the
Tender Offer and the matters set out in this stock exchange release, and will
not be responsible to anyone other than the Offeror for providing the
protections afforded to clients of BNP Paribas, or for giving advice in
connection with the Tender Offer or any matter or arrangement referred to in
this stock exchange release.
Bank of America Europe DAC, Stockholm branch, a subsidiary of Bank of America
Corporation, is acting exclusively for Caverion and no one else in connection
with the Tender Offer and the matters set out in this stock exchange release,
and will not be responsible to anyone other than Caverion for providing the
protections afforded to its clients or for providing advice in relation to the
Tender Offer or any matter or arrangement referred to in this stock exchange
release.
Attachment:
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