North Holdings 3 Oy commences the voluntary recommended public cash tender
offer for all the shares in Caverion Corporation on November 24, 2022
NORTH HOLDINGS 3 OY STOCK EXCHANGE RELEASE November 24, 2022 at
8.30 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 commences the voluntary recommended public cash tender
offer for all the shares in Caverion Corporation on November 24, 2022
As announced on November 3, 2022, 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"), Security Trading Oy ("Security
Trading"), Fennogens Investments S.A. ("Fennogens") and Corbis S.A. ("Corbis")
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 (the "Company" or "Caverion") that are not held by
Caverion or its subsidiaries (the "Shares" or, individually, a "Share") (the
"Tender Offer") made by North Holdings 3 Oy (the "Offeror"), a private limited
liability company incorporated and existing under the laws of Finland. The
Offeror and Caverion have on November 3, 2022 entered into a combination
agreement (the "Combination Agreement") pursuant to which the Offeror will make
the Tender Offer.
The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the tender offer document relating to the Tender Offer (the
"Tender Offer Document"). The offer period for the Tender Offer will commence
on November 24, 2022, at 9:30 a.m. (Finnish time) and expire on January 12,
2023, at 4:00 p.m. (Finnish time), unless the offer period is extended as
described in the terms and conditions of the Tender Offer (the "Offer Period").
The Tender Offer is currently expected to be completed during the first quarter
of 2023. The Offeror will extend the Offer Period in accordance with, and
subject to, the terms and conditions of the Tender Offer and applicable laws
and regulations, to the extent necessary in order to satisfy the conditions to
completion of the Tender Offer, including, among others, the receipt of the
relevant regulatory approvals. Any possible extension of the Offer Period will
be announced by a stock exchange release.
The Finnish language version of the Tender Offer Document will be available on
the internet at www.caverion-offer.fi and www.nordea.fi/caverion-ostotarjous as
of November 24, 2022. The English language translation of the Tender Offer
Document will be available on the internet at www.caverion-offer.com and
www.nordea.fi/caverion-offer as of November 24, 2022.
The offer price under the Tender Offer is EUR 7.00 in cash for each Share
validly tendered in the Tender Offer (the "Offer Price").
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 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 (as defined
below) or any Subsequent Offer Period (as defined below)), resulting in the
distribution of funds not being payable to the Offeror, the Offer Price payable
by the Offeror will be reduced accordingly on a euro-for-euro basis.
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 in its statement issued pursuant to the Finnish Securities Markets
Act (746/2012, as amended) and the Helsinki Takeover Code issued by the Finnish
Securities Market Association (the "Helsinki Takeover Code") that the
shareholders of Caverion accept the Tender Offer. 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, 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"). The Opinion was provided for the use and benefit of the Board
of Directors of Caverion and does not constitute a recommendation as to whether
any holders of Shares should tender such Shares in connection with the Tender
Offer, how any holders of Shares should act in connection with the Tender Offer
or any related matter. The complete Opinion is attached as Appendix 1 to the
statement by the Board of Directors of Caverion, issued on November 18, 2022,
and attached as Annex C to the Tender Offer Document.
Certain major shareholders of Caverion, i.e., Elo Mutual Pension Insurance
Company, Ilmarinen Mutual Pension Insurance Company, Mandatum Life Insurance
Company Limited and Varma Mutual Pension Insurance Company, together
representing approximately 15.35 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 0.48 percent of all
outstanding Shares and votes in Caverion, have irrevocably undertaken to accept
the Tender Offer subject to certain customary conditions. The Shares held by
the Consortium members combined with the irrevocable undertakings to support
the Tender Offer represent approximately 42.50 percent of all the outstanding
Shares and votes in Caverion in aggregate.
The completion of the Tender Offer is, in accordance with the terms and
conditions of the Tender Offer, subject to the fulfilment or waiver by the
Offeror of certain customary conditions on or by the date of the Offeror's
announcement of the final result of the Tender Offer. These include, among
others, the receipt of relevant approvals by the competition authorities and
other regulatory authorities and that the Tender Offer has been validly
accepted with respect to Shares representing, together with any Shares
otherwise held by the Offeror prior to the date of the announcement of the
final result of the Tender Offer, more than 90 per cent of the Shares and
voting rights of the Company calculated in accordance with Chapter 18, Section
1 of the Finnish Companies Act (624/2006, as amended) governing the right and
obligation to commence compulsory redemption proceedings.
Most Finnish account operators will send a notice regarding the Tender Offer
and related instructions to those who are registered as shareholders in the
shareholders' register of Caverion maintained by Euroclear Finland.
Shareholders of Caverion who do not receive such instructions from their
account operator or asset manager should first contact their account operator
or asset manager and can subsequently contact Nordea Bank Abp ("Nordea") by
sending an email to caverion-offer@nordea.com, where such shareholders of
Caverion can receive information on submitting their acceptance of the Tender
Offer. Please note, however, that Nordea will not be engaging in communications
relating to the Tender Offer with shareholders located within the United
States. Shareholders who are located within the United States may contact their
brokers for necessary information.
Those shareholders of Caverion whose Shares are nominee-registered, and who
wish to accept the Tender Offer, must effect such acceptance in accordance with
the instructions given by the custodian of the nominee-registered shareholders.
The Offeror will not send an acceptance form or any other documents related to
the Tender Offer to these shareholders of Caverion.
A shareholder of Caverion who wishes to accept the Tender Offer must submit the
properly completed and duly executed acceptance to the account operator
managing the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. The Offeror reserves the right to
reject or approve, in its sole discretion, any acceptances that have been
submitted in an incorrect or incomplete manner.
The Offeror will announce the preliminary result of the Tender Offer on or
about the first (1st) Finnish banking day following the expiration of the Offer
Period (including any extended or discontinued extended Offer Period). In
connection with the announcement of such preliminary result, it will be
announced whether the Tender Offer will be completed subject to the conditions
to completion of the Tender Offer being fulfilled or waived on the date of the
final result announcement and whether the Offer Period will be extended. The
final result of the Tender Offer will be announced on or about the fourth (4th)
Finnish banking day following the expiration of the Offer Period (including any
extended or discontinued extended Offer Period) at the latest. In connection
with the announcement of the final result, the percentage of the Shares that
have been validly tendered and accepted in the Tender Offer, and that have not
been validly withdrawn, will be confirmed.
The Offeror and Bain Luxco, each respectively, reserve the right to acquire, or
enter into arrangements to acquire, Shares, or arrange ownership of Shares,
before, during and/or after the Offer Period (including any extension thereof
and any subsequent offer period) in public trading on Nasdaq Helsinki Ltd
("Nasdaq Helsinki") or otherwise.
The terms and conditions of the Tender Offer are enclosed in their entirety to
this stock exchange release (Appendix 1).
UBS AG London Branch, Advium Corporate Finance Ltd., Goldman Sachs
International, Nordea Bank Abp and BNP Paribas act as the financial advisers to
the Offeror in connection with the Tender Offer. Nordea Bank Abp acts as the
arranger outside of the United States in connection with the Tender Offer.
Kirkland & Ellis International LLP, Roschier, Attorneys Ltd. and Hannes
Snellman Attorneys Ltd act as the legal advisers to the Offeror in connection
with the Tender Offer.
Bank of America Europe DAC, Stockholm branch acts as the exclusive financial
adviser and Castrén & Snellman Attorneys Ltd acts as the legal adviser to
Caverion in connection with the Tender Offer.
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
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).
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. At the end of September 2022, there were more than 15,000
professionals serving customers at the service of Caverion Group in 10
countries.
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.
Appendix 1: Terms and conditions of the Tender Offer
TERMS AND CONDITIONS OF THE TENDER OFFER
Object of the Tender Offer
Through a voluntary public cash tender offer in accordance with Chapter 11 of
the Finnish Securities Markets Act (746/2012, as amended, the "Finnish
Securities Markets Act") and subject to the terms and conditions set forth
herein, North Holdings 3 Oy (the "Offeror"), a private limited company
incorporated under the laws of Finland, offers to acquire all of the issued and
outstanding shares in Caverion Corporation (the "Company" or "Caverion") that
are not held by Caverion or any of its subsidiaries (the "Shares" or,
individually, a "Share") (the "Tender Offer"). It is expected that following
the Completion Date (as defined below), the Offeror will be indirectly owned 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), Security Trading Oy ("Security Trading"), Fennogens
Investments S.A. ("Fennogens") and Corbis S.A. ("Corbis").
Bain Luxco, Security Trading, Fennogens and Corbis have formed a consortium
(the "Consortium") for the purposes of the Tender Offer.
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 indirect parent of the Offeror, North Holdings 1 Oy in connection with the
Tender Offer. In connection with the subordinated debt financing arrangement,
it has been agreed that Goldman Sachs Asset Management will also make an equity
co-investment alongside the Consortium members in the indirect parent company
of the Offeror, North Lux Topco SARL, subject to the completion of the Tender
Offer and, in each case, satisfaction of the conditions precedent to the
subordinated debt financing and equity co-investment.
The Offeror and the Company have on November 3, 2022 entered into a combination
agreement (the "Combination Agreement") pursuant to which the Offeror makes the
Tender Offer.
Offer Price
The Tender Offer was announced by the Offeror on November 3, 2022 (the
"Announcement") with an offer price of EUR 7.00 in cash for each Share validly
tendered in the Tender Offer (the "Offer Price"), subject to any adjustments as
set out below.
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 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 (as defined
below) or any Subsequent Offer Period (as defined below)), resulting in the
distribution of funds not being payable to the Offeror, the Offer Price payable
by the Offeror will be reduced accordingly on a euro-for-euro basis.
Any adjustment of the Offer Price pursuant to the above paragraph will be
announced by way of a stock exchange release. If the Offer Price is adjusted,
the Offer Period will continue for at least ten (10) Finnish banking days
following such announcement.
Offer Period
The offer period for the Tender Offer commences on November 24, 2022, at 9:30
a.m. (Finnish time) and expires on January 12, 2023, at 4:00 p.m. (Finnish
time), unless the offer period is extended or any extended offer period is
discontinued as described below (the "Offer Period").
The Offeror may extend the Offer Period (i) at any time until the Conditions to
Completion (as defined below) have been fulfilled or waived and/or (ii) with a
Subsequent Offer Period (as defined below) in connection with the announcement
whereby the Offeror declares the Tender Offer unconditional or the announcement
of the final result of the Tender Offer whereby the Offeror also declares the
Tender Offer unconditional, as set forth below. The Offeror will announce a
possible extension of the Offer Period, including the duration of the extended
Offer Period, which shall be at least two (2) weeks or until further notice
beyond two (2) weeks, by a stock exchange release on the first (1st) Finnish
banking day following the expiration of the original Offer Period, at the
latest. Furthermore, the Offeror will announce any possible further extension
of an already extended Offer Period or an extension of a discontinued extended
Offer Period on the first (1st) Finnish banking day following the expiration of
an already extended Offer Period or a discontinued extended Offer Period, at
the latest.
According to Chapter 11, Section 12 of the Finnish Securities Markets Act, the
duration of the Offer Period in its entirety may be ten (10) weeks at the
maximum. However, if the Conditions to Completion have not been fulfilled due
to a particular obstacle as referred to in the regulations and guidelines
9/2013 of the Finnish Financial Supervisory Authority (the "FIN-FSA") on
Takeover Bids and Mandatory Bids (as may be amended or re-enacted from time to
time) (the "FIN-FSA Regulations and Guidelines"), such as, for example, pending
approval by a competition or foreign-investment regulatory authority, the
Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle
has been removed and the Offeror has had reasonable time to respond to the
situation in question, provided that the business operations of the Company are
not hindered for longer than is reasonable, as referred to in Chapter 11,
Section 12, Subsection 2 of the Finnish Securities Markets Act. The Offer
Period may also be extended as required under applicable laws and regulations.
The expiry date of any extended Offer Period will in such case, unless
published in connection with the announcement of the extension of the Offer
Period, be published by the Offeror at least two (2) weeks before such expiry.
Further, any Subsequent Offer Period may extend beyond ten (10) weeks.
The Offeror may discontinue any extended Offer Period. The Offeror will
announce its decision on the discontinuation of any extended Offer Period as
soon as possible after such a decision has been made and, in any case, no less
than two (2) weeks prior to the expiration of the discontinued extended Offer
Period. If the Offeror discontinues an extended Offer Period, the Offer Period
will expire at an earlier time on a date announced by the Offeror.
The Offeror reserves the right to extend the Offer Period in connection with
the announcement whereby the Offeror declares the Tender Offer unconditional or
the announcement of the final result of the Tender Offer as set forth in "-
Announcement of the Result of the Tender Offer" below (such extended Offer
Period, the "Subsequent Offer Period"). In the event of such Subsequent Offer
Period, the Subsequent Offer Period will expire on the date and at the time
determined by the Offeror in such an announcement. The expiration of a
Subsequent Offer Period will be announced at least two (2) weeks before the
expiration of such Subsequent Offer Period. The Offeror may also extend the
Subsequent Offer Period by announcing this through a stock exchange release on
the first (1st) Finnish banking day following the initially expected expiration
of the Subsequent Offer Period, at the latest.
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
(624/2006, as amended, 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 and 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 (as defined below) 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 (as defined below);
5. No information made public by the Group (as defined below) 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 Ltd ("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
(as defined below);
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
FIN-FSA Regulations and Guidelines and the Helsinki Takeover Code. The Offeror
reserves the right to waive, to the extent permitted by applicable laws and
regulations, any of the Conditions to Completion that have not been fulfilled.
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 Shares validly tendered in the
Tender Offer and paying the Offer Price to the holders of Shares that have
validly accepted the Tender Offer.
"Affiliated Entities" means the Company's subsidiaries including, without
limitation, all branch and representative offices of the Company and/or its
subsidiaries. Affiliated Entities shall also include CG FH St. Pölten GmbH and
Oy Botnia Mill Service Ab subject to certain exemptions.
"Group" means the Company and the Affiliated Entities, taken as a whole.
"Material Adverse Change" means (a) the Company or any of its Affiliated
Entities becoming insolvent, subject to administration, bankruptcy or any other
equivalent insolvency proceedings or, if any legal proceedings or corporate
resolution is taken by or against any of them in respect of any such
proceedings, such action could reasonably be expected to result in the
commencement of such proceedings, provided, in each case, that such proceedings
could, individually or in the aggregate, reasonably be expected to result in a
material adverse change in, or material adverse effect to, the business,
assets, liabilities, prospects, condition (financial, trading or otherwise) or
results of operation of the Group; (b) any divestment or reorganization of all
or any material part of the assets of the Group; or (c) any event, condition,
circumstance, development, occurrence, change, effect or fact (any such item an
"Effect") that individually or in the aggregate, has, results in or would
reasonably be expected to have or result in a material adverse effect on the
business, assets, liabilities, prospects, condition (financial, trading or
otherwise) or results of operations of the Group, excluding:
1. any Effect in political, financial, industry, economic or regulatory
conditions generally (including any Effect in interest or currency rates),
so long as such Effect does not have a disproportionate effect on the
Group, relative to other companies and groups in the same industries in
jurisdictions where the Group conducts business;
2. any Effect resulting from or caused by natural disasters, outbreak of major
hostilities or any act of war or terrorism or change in prevailing COVID-19
situation so long as such Effect does not have a disproportionate effect on
the Group, relative to other companies and groups in the same industries in
jurisdictions where the Group conducts business;
3. the failure of the Company to meet any internal or published projections,
forecasts, estimates or predictions in respect of revenues, earnings, net
asset value or other financial or operating metrics before, on or after the
date of the Combination Agreement, it being understood that nothing in this
sub-clause (iii) shall prevent or otherwise affect the determination as to
whether any change or effect underlying such failure to meet projections,
forecasts, estimates or predictions constitutes a Material Adverse Change;
4. changes in the market price or trading volume of the Company's securities
after the date of the Combination Agreement, it being understood that
nothing in this sub-clause (iv) shall prevent or otherwise affect the
determination as to whether any change or effect underlying such change
constitutes a Material Adverse Change;
5. any Effect resulting from any actions taken by the Company at the express
written request or direction of the Offeror;
6. any change in applicable statutes or other applicable legal or regulatory
conditions, so long as such change does not have a disproportionate effect
on the Company and its Affiliated Entities, taken as a whole, in comparison
to other companies and groups in the same industries in jurisdictions where
the Group conducts business; or
7. any Effect directly attributable to (x) an act or omission carried out or
omitted by the Offeror in connection with the Tender Offer or (y) the
announcement or completion of the Tender Offer (including the effect of any
change of control or similar clauses in contracts entered into by the Group
but only to the extent such contracts or clauses have been Fairly Disclosed
(as defined below)) or (z) performance of obligations under the Combination
Agreement by the Company insofar as such Effect is not caused by the
Company
'
s breach of the Combination.
For the sake of clarity, under no circumstances shall any Material Adverse
Change be deemed to exist to the extent such Effect causing a Material Adverse
Change has been Fairly Disclosed (as defined below) in the Due Diligence
Information (as defined below) by or on behalf of the Company, in each case,
prior to the date of the Combination Agreement.
"Fairly Disclosed" means disclosure of an actual fact, matter or event set out
in the Due Diligence Information (as defined below) in a sufficiently clear and
detailed manner so as to enable a professional and prudent offeror, having
completed its review of the Due Diligence Information (as defined below) with
the support of its professional advisors, acting diligently and with due care,
to reasonably identify and assess the nature, scope and effects of such fact,
matter or event so disclosed.
"Due Diligence Information" means (i) the information publicly disclosed by the
Company pursuant to the rules of Nasdaq Helsinki, the Finnish Securities Market
Act and the Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse (as amended) before the signing date
of the Combination Agreement, and (ii) the information provided by the Company
in the virtual data room made available to the Offeror or its advisers as well
as in formally scheduled management presentations carried out by the Company
with the Offeror or its advisors.
Obligation to Increase the Offer Price and to Pay Compensation
The Offeror and Bain Luxco, 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.
Should the Offeror or another party acting in concert with the Offeror in a
manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets
Act acquire Shares after the Announcement and before the expiry of the Offer
Period (including any Subsequent Offer Period) at a price higher than the Offer
Price, or otherwise on more favourable terms, the Offeror must, in accordance
with Chapter 11, Section 25 of the Finnish Securities Markets Act, amend the
terms and conditions of the Tender Offer to correspond with the terms and
conditions of said acquisition on more favourable terms (the "Increase
Obligation"). In such case, the Offeror will make public its Increase
Obligation without delay and pay, in connection with the completion of the
Tender Offer, the difference between the consideration paid in such an
acquisition on more favourable terms and the Offer Price paid to those
shareholders that have accepted the Tender Offer.
Should the Offeror or another party acting in concert with the Offeror in a
manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets
Act acquire Shares within nine (9) months after the expiration of the Offer
Period (including any Subsequent Offer Period) at a price higher than the Offer
Price, or otherwise on more favourable terms, the Offeror must, in accordance
with Chapter 11, Section 25 of the Finnish Securities Markets Act, pay the
difference between the consideration paid in an acquisition on more favourable
terms and the Offer Price paid to those shareholders that have accepted the
Tender Offer (the "Compensation Obligation"). In such case, the Offeror will
make public its Compensation Obligation without delay and pay the difference
between the consideration paid in such an acquisition on more favourable terms
and the Offer Price within one (1) month of the date when the Compensation
Obligation arose for those shareholders that have accepted the Tender Offer.
However, according to Chapter 11, Section 25, Subsection 5 of the Finnish
Securities Markets Act, the Compensation Obligation will not be triggered in
case the payment of a higher price than the Offer Price is based on an arbitral
award pursuant to the Finnish Companies Act, provided that the Offeror or any
party referred to in Chapter 11, Section 5 of the Finnish Securities Markets
Act has not offered to acquire Shares on terms that are more favourable than
those of the Tender Offer before or during the arbitral proceedings.
Acceptance Procedure of the Tender Offer
The Tender Offer may be accepted by a shareholder registered during the Offer
Period in the shareholders' register of Caverion maintained by Euroclear
Finland Oy ("Euroclear Finland"), with the exception of Caverion and its
subsidiaries. The Tender Offer must be accepted separately for each book-entry
account. A shareholder of Caverion submitting an acceptance must have a cash
account with a financial institution operating in Finland or abroad (see also
"- Terms of Payment and Settlement" and "Restrictions and Important
Information"). Shareholders may only approve the Tender Offer unconditionally
and for all Shares that are held on the book-entry accounts mentioned in the
acceptance at the time of the execution of the transaction with respect to the
Shares of such shareholder. Acceptances submitted during the Offer Period are
valid also until the expiration of an extended or discontinued extended Offer
Period, if any.
Most Finnish account operators will send a notice regarding the Tender Offer
and related instructions to those who are registered as shareholders in the
shareholders' register of Caverion maintained by Euroclear Finland.
Shareholders of Caverion who do not receive such instructions from their
account operator or asset manager should first contact their account operator
or asset manager and can subsequently contact Nordea Bank Abp ("Nordea") by
sending an email to caverion-offer@nordea.com, where such shareholders of
Caverion can receive information on submitting their acceptance of the Tender
Offer. Please note, however, that Nordea will not be engaging in communications
relating to the Tender Offer with shareholders located within the United
States. Shareholders who are located within the United States may contact their
brokers for necessary information.
Those shareholders of Caverion whose Shares are nominee-registered, and who
wish to accept the Tender Offer, must effect such acceptance in accordance with
the instructions given by the custodian of the nominee-registered shareholders.
The Offeror will not send an acceptance form or any other documents related to
the Tender Offer to these shareholders of Caverion.
If the Shares held by a shareholder are pledged or otherwise subject to
restrictions that prevent or limit the acceptance, the acceptance of the Tender
Offer may require the consent of the pledgee or other beneficiary of a such
restriction. If so, acquiring this consent is the responsibility of the
relevant shareholder of Caverion. Such consent must be delivered in writing to
the account operator.
A shareholder of Caverion who wishes to accept the Tender Offer must submit the
properly completed and duly executed acceptance to the account operator
managing the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. The Offeror reserves the right to
reject or approve, in its sole discretion, any acceptances that have been
submitted in an incorrect or incomplete manner.
Any acceptance must be submitted in such a manner that it will be received
within the Offer Period (including any extended or discontinued extended Offer
Period) taking into account, however, the instructions given by the relevant
account operator. In the event of a Subsequent Offer Period, the acceptance
must be submitted so that it is received during the Subsequent Offer Period,
subject to and in accordance with the instructions of the relevant account
operator. The account operator may request the receipt of acceptances prior to
the expiration of the Offer Period and/or Subsequent Offer Period. Shareholders
of Caverion submit acceptances at their own risk. Any acceptance will be
considered as submitted only when an account operator has actually received it.
The Offeror reserves the right to reject or approve, in its sole discretion,
any acceptance submitted outside the Offer Period (or any Subsequent Offer
Period, as applicable) or in an incorrect or incomplete manner.
A shareholder who has validly accepted the Tender Offer in accordance with the
terms and conditions of the Tender Offer may not sell or otherwise transfer
his/her tendered Shares. By accepting the Tender Offer, the shareholders
authorise their account operator, Nordea or a party appointed by Nordea to
enter into their book-entry account a sales reservation or a restriction on the
right of disposal in the manner set out in "- Technical Completion of the
Tender Offer" below after the shareholder has delivered the acceptance with
respect to the Shares. Furthermore, the shareholders of Caverion that accept
the Tender Offer authorise their account operator, Nordea or a party appointed
by Nordea to perform necessary entries and undertake any other measures needed
for the technical execution of the Tender Offer, and to sell all the Shares
held by the shareholder of Caverion at the time of the execution of trades
under the Tender Offer to the Offeror in accordance with the terms and
conditions of the Tender Offer. In connection with the completion trades of the
Tender Offer or the settlement thereof, the sales reservation or the
restriction on the right of disposal will be removed and the Offer Price will
be transferred to the relevant shareholders of Caverion.
By accepting the Tender Offer, the accepting shareholder authorises his/her
depository participant to disclose the necessary personal data, the number of
his/her book-entry account and the details of the acceptance to the parties
involved in the order or the execution of the order and settlement of the
Shares.
Right of Withdrawal of Acceptance
An acceptance of the Tender Offer may be withdrawn by a shareholder of Caverion
at any time before the expiration of the Offer Period (including any extended
or discontinued extended Offer Period) until the Offeror has announced that all
Conditions to Completion have been fulfilled or waived by the Offeror, that is,
the Offeror has declared the Tender Offer unconditional. After such
announcement, the Shares already tendered may not be withdrawn, except in the
event that a third party announces a competing public tender offer for the
Shares before the execution of the completion trades of the Shares as set out
under "- Completion of the Tender Offer" below.
A valid withdrawal of an acceptance of the Tender Offer requires that a
withdrawal notification is submitted in writing to the account operator to whom
the original acceptance was submitted.
For nominee-registered Shares, the shareholders must request the relevant
custodian of the nominee-registered shareholder to execute a withdrawal
notification.
If a shareholder of Caverion validly withdraws an acceptance of the Tender
Offer, the sales reservation or the restriction on the right of disposal with
respect to Shares will be removed within three (3) Finnish banking days of the
receipt of a withdrawal notification.
A shareholder of Caverion who has validly withdrawn its acceptance of the
Tender Offer may accept the Tender Offer again during the Offer Period
(including any extended or discontinued extended Offer Period) by following the
procedure set out under "- Acceptance Procedure of the Tender Offer" above.
A shareholder of Caverion who withdraws its acceptance of the Tender Offer is
obligated to pay any fees that the account operator operating the relevant
book-entry account or the custodial nominee of a nominee-registered holding may
collect for the withdrawal. In accordance with the FIN-FSA Regulations and
Guidelines, if a competing offer has been announced during the Offer Period and
the completion of the Tender Offer has not taken place, neither the Offeror nor
Nordea (in its capacity as arranger) will charge the shareholders for validly
withdrawing their acceptance in such a situation.
In the event of a Subsequent Offer Period, the acceptance of the Tender Offer
will be binding and cannot be withdrawn, unless otherwise provided under
mandatory law.
Technical Completion of the Tender Offer
When an account operator has received the properly completed and duly executed
acceptance or acceptance otherwise approved by the Offeror with respect to the
Shares in accordance with the terms and conditions of the Tender Offer, the
account operator will enter a sales reservation or a restriction on the right
of disposal into the relevant shareholder's book-entry account. In connection
with the completion trade of the Tender Offer or the settlement thereof, the
sales reservation or the restriction on the right of disposal will be removed
and the Offer Price will be paid to the relevant shareholder.
Announcement of the Result of the Tender Offer
The preliminary result of the Tender Offer will be announced on or about the
first (1st) Finnish banking day following the expiration of the Offer Period
(including any extended or discontinued extended Offer Period). In connection
with the announcement of such preliminary result, it will be announced whether
the Tender Offer will be completed subject to the Conditions to Completion
being fulfilled or waived on the date of the final result announcement and
whether the Offer Period will be extended. The final result of the Tender Offer
will be announced on or about the fourth (4th) Finnish banking day following
the expiration of the Offer Period (including any extended or discontinued
extended Offer Period) at the latest. In connection with the announcement of
the final result, the percentage of the Shares that have been validly tendered
and accepted in the Tender Offer, and that have not been validly withdrawn,
will be confirmed.
In the event of a Subsequent Offer Period, the Offeror will announce the
initial percentage of the Shares validly tendered during the Subsequent Offer
Period on or about the first (1st) Finnish banking day following the expiry of
the Subsequent Offer Period and the final percentage on or about the third
(3rd) Finnish banking day following the expiry of the Subsequent Offer Period.
Completion of the Tender Offer
The completion trades of the Tender Offer will be executed with respect to all
of those Shares of Caverion that have been validly tendered, and not validly
withdrawn, into the Tender Offer no later than on the fifteenth (15th) Finnish
banking day following the announcement of the final result of the Tender Offer
(the "Completion Date"). If possible, the completion trades of the Shares will
be executed on Nasdaq Helsinki, provided that such execution is allowed under
the rules applied to trading on Nasdaq Helsinki. Otherwise, the completion
trades will be made outside Nasdaq Helsinki. The completion trades of the
Shares will be settled on the Completion Date or on or about the first (1st)
Finnish banking day following the Completion Date (the "Settlement Date").
Terms of Payment and Settlement
The Offer Price will be paid on the Settlement Date to each shareholder of
Caverion who has validly accepted, and not validly withdrawn, the Tender Offer
into the management account of the shareholder's book-entry account. In any
case, the Offer Price will not be paid to a bank account situated in Australia,
Canada, the Hong Kong Special Administrative Region of the People's Republic of
China, Japan, New Zealand or South Africa or any other jurisdiction where the
Tender Offer is not being made (see section "Restrictions and Important
Information"). If the management account of a shareholder of Caverion is with a
different financial institution than the applicable book-entry account, the
Offer Price will be paid into such cash account approximately two (2) Finnish
banking days later in accordance with the schedule for payment transactions
between financial institutions.
In the event of a Subsequent Offer Period, the Offeror will in connection with
the announcement thereof announce the terms of payment and settlement for the
Shares tendered during the Subsequent Offer Period. The completion trades with
respect to Shares validly tendered and accepted in accordance with the terms
and conditions of the Tender Offer during the Subsequent Offer Period will,
however, be executed within not more than two (2) week intervals.
The Offeror reserves the right to postpone the payment of the Offer Price if
payment is prevented or suspended due to a force majeure event, but will
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.
If all the Conditions to Completion are not met and the Offeror does not waive
such conditions or extend the Offer Period, the Tender Offer will expire, and
no consideration will be paid for the tendered Shares.
Transfer of Ownership
Title to the Shares in respect of which the Tender Offer has been validly
accepted, and not validly withdrawn, will pass to the Offeror on the Settlement
Date against the payment of the Offer Price by the Offeror to the tendering
shareholder. In the event of a Subsequent Offer Period, title to the Shares in
respect of which the Tender Offer has been validly accepted during a Subsequent
Offer Period will pass to the Offeror on the relevant settlement date against
the payment of the Offer Price by the Offeror to the tendering shareholder.
Transfer Tax and Other Payments
The Offeror will pay any transfer tax that may be charged in Finland in
connection with the sale of the Shares pursuant to the Tender Offer.
Fees charged by account operators, asset managers, nominees or any other person
for the release of collateral or the revoking of any other restrictions
preventing the sale of the Shares, will be borne by each relevant shareholder
of Caverion. Each shareholder of Caverion is liable for any fees that relate to
a withdrawal of an acceptance made by such shareholder.
The Offeror is liable for any other customary costs caused by the registration
of entries in the book-entry system required by the Tender Offer, the execution
of trades pertaining to the Shares pursuant to the Tender Offer and the payment
of the Offer Price.
The receipt of cash pursuant to the Tender Offer by a shareholder may be a
taxable transaction for the respective shareholder under applicable tax laws,
including those of the country of residency of the shareholder. Any tax
liability arising to a shareholder from the receipt of cash pursuant to the
Tender Offer will be borne by such shareholder. Each shareholder is urged to
consult with an independent professional adviser regarding the tax consequences
of accepting the Tender Offer.
Other Matters
This Tender Offer Document and the Tender Offer are governed by Finnish law.
Any disputes arising out of or in connection with the Tender Offer will be
settled by a court of competent jurisdiction in Finland.
The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 11, Section 15 of the Finnish Securities
Markets Act. Should the FIN-FSA issue an order regarding an extension of the
Offer Period, the Offeror reserves the right to decide upon the withdrawal of
the Tender Offer in accordance with Chapter 11, Section 12 of the Finnish
Securities Markets Act.
Should a competing tender offer be published by a third party during the Offer
Period, the Offeror reserves the right, as stipulated in Chapter 11, Section 17
of the Finnish Securities Markets Act, to (i) decide upon an extension of the
Offer Period; (ii) decide upon an amendment of the terms and conditions of the
Tender Offer; and (iii) decide, during the Offer Period, but before the
expiration of the competing offer, to let the Tender Offer lapse. The Offeror
will decide on all other matters related to the Tender Offer, subject to
applicable laws and regulations and the provisions of the Combination
Agreement.
Other Information
Nordea acts as arranger outside the United States in relation to the Tender
Offer, which means that it performs certain administrative services relating to
the Tender Offer. This does not mean that a person who accepts the Tender Offer
(the "Participant") will be regarded as a customer of Nordea as a result of
such acceptance. A Participant will be regarded as a customer only if Nordea
has provided advice to the Participant or has otherwise contacted the
Participant personally regarding the Tender Offer. If the Participant is not
regarded as a customer, the investor protection rules under the Finnish Act on
Investment Services (747/2012, as amended) will not apply to the acceptance.
This means, among other things, that neither the so-called customer
categorization nor the so-called appropriateness test will be performed with
respect to the Tender Offer. Each Participant is therefore responsible for
ensuring that it has sufficient experience and knowledge to understand the
risks associated with the Tender Offer.
Important Information regarding NID and LEI
According to Directive 2014/65/ EU on markets in financial instruments (MiFID
II), all investors must have a global identification code from 3 January 2018,
in order to carry out a securities transaction. These requirements require
legal entities to apply for registration of a Legal Entity Identifier ("LEI")
code, and natural persons need to state their NID (National ID or National
Client Identifier) when accepting the Tender Offer. Each person's legal status
determines whether a LEI code or NID number is required and the book-entry
account operator may be prevented from performing the transaction to any person
if LEI or NID number is not provided. Legal persons who need to obtain a LEI
code can contact the relevant authority or one of the suppliers available on
the market. Those who intend to accept the Tender Offer are encouraged to apply
for registration of a LEI code (legal persons) or to acquire their NID number
(natural persons) well in advance, as this information is required in the
acceptance at the time of submission.
Information about Processing of Personal Data
Shareholders who accept the Tender Offer will submit personal data, such as
name, address and social security number, to Nordea, which is the controller
for the processing. Personal data provided to Nordea will be processed in data
systems to the extent required to administer the Tender Offer. Personal data
obtained from sources other than the customer may also be processed. Personal
data may also be processed in the data systems of companies with which Nordea
cooperates and it may be disclosed to the Offeror and the members of the
Consortium to the extent necessary for administering the Tender Offer. Address
details may be obtained by Nordea through an automatic procedure executed by
Euroclear Finland. Additional information on processing of personal data by
Nordea, including details on how to exercise data subjects' rights, may be
found at
https://www.nordea.fi/en/personal/get-help/your-rights-to-personal-data.html
and www.nordea.com/en/general-terms-and-policies/privacy-policy.html.© 2022 GlobeNewswire
