Inside information: DNV Announces a Voluntary Recommended Public Cash Tender
Offer for all Shares and Stock Options in Nixu
DNV, Inside Information, February 16, 2023, 8.35 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 THIS TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
DNV, the global quality assurance and risk management provider, announces an
offer to acquire all issued and outstanding shares and stock options in the
cyber security services company Nixu through a voluntary public cash tender
offer recommended by the Board of Directors of Nixu.
DNV aims to join forces with Nixu to create a leading European cyber security
services provider, drawing on complementary strengths to create a platform for
future growth. The Tender Offer (as defined below) represents an attractive
premium of 67.1 percent over the last closing price, and is supported through
irrevocable undertakings by shareholders representing 22.3 percent of all the
shares and votes in Nixu.
DNV AS ("DNV" or the "Offeror") hereby announces a voluntary recommended public
cash tender offer for all the issued and outstanding shares (the "Shares" or,
individually, a "Share") that are not held by Nixu Corporation ("Nixu" or the
"Company") or any of its subsidiaries, and the issued and outstanding stock
options (the "Stock Options") in Nixu (the "Tender Offer"). The shareholders of
Nixu (other than Nixu or its subsidiaries) will be offered a cash consideration
of EUR 13.00 for each Share validly tendered in the Tender Offer (the "Share
Offer Price"). The holders of Stock Options will be offered a cash
consideration for each Stock Option validly tendered as described below under
"Tender Offer in Brief-Share Offer Price and the Stock Option Offer Price." The
members of the Board of Directors of Nixu, who participated in the
decision-making, have unanimously decided to recommend that the shareholders
and the holders of Stock Options of Nixu accept the Tender Offer.
Key Highlights and Summary of the Tender Offer
-- On February 16, 2023, DNV and Nixu entered into a combination agreement
(the "Combination Agreement") pursuant to which DNV will make the Tender
Offer for all of the Shares and Stock Options.
-- DNV offers EUR 13.00 in cash for each Share validly tendered in the Tender
Offer, subject to any adjustments as described below under "Tender Offer in
Brief-Share Offer Price and the Stock Option Offer Price."
-- The holders of Stock Options will be offered a cash consideration for each
Stock Option validly tendered as described below under "Tender Offer in
Brief-Share Offer Price and the Stock Option Offer Price."
-- The total equity value of the Tender Offer is approximately EUR 98 million.
-- The Share Offer Price represents a premium of:
-- 67.1 percent compared to EUR 7.78, the closing price of the Share on Nasdaq
Helsinki Ltd ("Nasdaq Helsinki") on February 15, 2023, the last trading day
immediately preceding the announcement of the Tender Offer;
-- 79.6 percent compared to EUR 7.24, the three-month volume-weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer; and
-- 105.6 percent compared to EUR 6.32, the twelve-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding
the announcement of the Tender Offer.
-- The members of the Board of Directors of Nixu, who participated in the
decision-making, have unanimously decided to recommend that the
shareholders and the holders of Stock Options of Nixu accept the Tender
Offer. The recommendation is supported by a fairness opinion provided by
Danske Bank A/S, Finland Branch ("Danske Bank").
-- DNV and Nixu are well positioned to build a leading European leading cyber
security services provider. By combining Nixu's trusted reputation and
domain expertise with DNV's large and diverse customer footprint,
industrial cyber security capabilities, strong balance sheet, long-term
investment horizon and mature business infrastructure, the two companies
can serve the market with greater impact together than could be achieved
alone.
-- The completion of the Tender Offer is not expected to have any immediate
material effects on the business operations, assets, or the position of the
management or employees, of Nixu. However, as is customary, DNV intends to
change the composition of the Board of Directors of Nixu after the
completion of the Tender Offer.
-- Certain major shareholders of Nixu and all members of the management team
of Nixu, who own Shares or Stock Options, have irrevocably undertaken to
accept the Tender Offer. The irrevocable undertakings to support the Tender
Offer represent approximately 22.3 percent of all the Shares and votes and
43.8 percent of all the Stock Options in Nixu in aggregate.
-- The funds immediately available to DNV suffice for completing the Tender
Offer and for financing the potential compulsory redemption proceedings in
accordance with the Finnish Companies Act (624/2006, as amended, the
"Finnish Companies Act"). DNV's obligation to complete the Tender Offer is
not conditional upon availability of financing.
-- DNV expects to publish a tender offer document (the "Tender Offer
Document") with detailed information on the Tender Offer on or about
February 27, 2023. The offer period is expected to commence on or about
February 28, 2023, and to expire on or about April 17, 2023, unless DNV
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. The Tender Offer is currently expected to be
completed during the second quarter of 2023.
-- The Tender Offer is conditional upon 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 all necessary approvals by any regulatory authorities, such as
the approval from the Ministry of Economic Affairs and Employment of
Finland, have been received (or where applicable, the relevant waiting
periods have expired) and the Offeror having gained control of more than 90
percent of the Shares and voting rights in Nixu.
Commenting on the Tender Offer, Remi Eriksen, Chair of the Board of Directors
of DNV:
"DNV has placed cyber security at the heart of its growth strategy. Together
with Nixu, we have an exciting opportunity to make greater impact on tackling
risks emerging from our customers' digital transformations. Nixu's trusted
position as an expert cyber security partner combined with DNV's global
customer base, mature infrastructure, and solid financial standing creates a
platform for both businesses to grow faster together than we could achieve
alone. Our shared values and common Nordic roots put us in a great position to
build a leading European cyber security services provider together. Our Tender
Offer presents an exceptional opportunity for both companies to join forces."
Commenting on the Tender Offer, Jari Niska, Chair of the Board of Directors of
Nixu:
"As part of Nixu's strategy work, we considered different options for the
future. Of these options, we saw that DNV would give us the best foundation for
building future growth and enabling the journey to become a leading European
cyber security services provider. I believe that this solution also ensures the
best possible outcome for Nixu's employees, clients and shareholders, enabling
the 'Next Nixu' strategy."
Commenting on the Tender Offer, Teemu Salmi, CEO of Nixu:
"This announcement is consistent with our recently published 'Next Nixu'
strategy and ambition. DNV and Nixu share similar Nordic roots and heritage in
the business of trust. As DNV's largest cybersecurity hub, Nixu's employees
will have a possibility to make a bigger impact for our joint clients' future,
through cybersecurity. Together we can achieve greatness with 100,000 customers
and nearly 13,000 colleagues in 100 countries."
About DNV
DNV is an independent assurance and risk management provider operating in more
than 100 countries with the purpose of safeguarding life, property, and the
environment. Headquartered in Oslo, Norway, DNV has Nordic roots and a global
footprint. The foundation-owned company employs nearly 13,000 experts to
advance safety and sustainable performance, set industry standards and invent
solutions for more than 100,000 customers across multiple industries including
maritime, energy, automotive, food and beverage, and healthcare.
About Nixu
Nixu is a cyber security services company that has been shaping the future
through cyber security for over three decades. The Company makes cyberspace a
secure place and helps clients ensure business resilience with peace of mind.
Nixu has Nordic roots, and employs around 400 of the best professionals in
Finland, Sweden, the Netherlands, Denmark, and Romania. Nixu's experts are
safeguarding the most demanding environments of some of the largest
organizations in the world across all industries. Nixu's shares are listed on
Nasdaq Helsinki.
Background and Strategic Rationale for the Tender Offer
DNV has placed cyber security at the heart of its growth strategy and aims to
build a world-class cyber security services business to support a growing
portfolio of more than 100,000 customers in tackling risks emerging from
digital transformation. Nixu has become a trusted cyber security partner to
businesses across Europe, providing deep expertise and innovation to make
cyberspace a secure place.
DNV and Nixu are well positioned to build a leading European cyber security
services provider. By combining Nixu's trusted reputation and domain expertise
with DNV's large and diverse customer footprint, industrial cyber security
capabilities, strong balance sheet, long-term investment horizon and mature
business infrastructure, the two companies can serve the market with greater
impact together than could be achieved alone.
DNV will support the acceleration of Nixu's strategic growth in Europe, and its
pursuit to strengthen cash flow. Nixu will become DNV's largest cyber security
hub, with continued focus on serving customers in Finland and across Northern
Europe. Nixu will play a central role in shaping the future of DNV's cyber
security business. Nixu's employees will be provided with backing for
professional development, more resources for growth and greater access to
international projects.
DNV has expressed sincere interest in acquiring all Shares and Stock Options in
Nixu and is making a compelling offer to Nixu's shareholders and holders of
Stock Options. The Tender Offer enables the Company's shareholders and holders
of Stock Options to realize their held securities in Nixu at an attractive
premium.
Tender Offer in Brief
The Offeror and Nixu have, on February 16, 2023, 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 "-The Combination
Agreement."
The Offeror and Nixu 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 release, Nixu has 7,447,219 issued shares, of which
7,445,693 are outstanding Shares and 1,526 of which are held in treasury, and a
total of 219,300 outstanding Stock Options, comprising of 63,800 Stock Options
2019A, 68,000 Stock Options 2019B and 87,500 Stock Options 2019C. As at the
date of this release, the Offeror holds 75,467 Shares and votes in Nixu.
The Offeror reserves the right to buy Shares and Stock Options 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.
Share Offer Price and the Stock Option Offer Price
The Share Offer Price is EUR 13.00 in cash for each Share validly tendered in
the Tender Offer, subject to any adjustments as set out below.
The Share Offer Price represents a premium of:
-- 67.1 percent compared to EUR 7.78, the closing price of the Share on Nasdaq
Helsinki on February 15, 2023, the last trading day immediately preceding
the announcement of the Tender Offer;
-- 79.6 percent compared to EUR 7.24, the three-month volume-weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer; and
-- 105.6 percent compared to EUR 6.32, the twelve-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding
the announcement of the Tender Offer.
The price offered for each Stock Option validly tendered is EUR 0.91 in cash
for each outstanding Stock Option 2019A (the "Stock Option 2019A Offer Price"),
EUR 3.52 in cash for each outstanding Stock Option 2019B (the "Stock Option
2019B Offer Price") and EUR 3.05 in cash for each outstanding Stock Option
2019C (the "Stock Option 2019C Offer Price," and together with Stock Option
2019A Offer Price and Stock Option 2019B Offer Price, the "Stock Option Offer
Price"), subject to any adjustments as set out below.
The Share Offer Price has been determined based on 7,445,693 Shares issued and
outstanding, the Stock Option 2019A Offer Price has been determined based on
63,800 Stock Options 2019A issued and outstanding, the Stock Option 2019B Offer
Price has been determined based on 68,000 Stock Options 2019B issued and
outstanding and the Stock Option 2019C Offer Price has been determined based on
87,500 Stock Options 2019C issued and outstanding. Should the Company change
the number of Shares as at the date of the Combination Agreement as a result of
a new share issue, reclassification, share split (including a reverse split) or
any other similar transaction with dilutive effect, excluding (i) any
subscription for the Company's shares based on Stock Options or (ii) issue of
the Company's shares pursuant to the Matching Share Plan for the CEO of the
Company, or should Nixu declare 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 shall occur on or prior to the settlement of any of the
completion trades under the initial, extended, or subsequent offer period of
the Tender Offer, resulting in the distribution of funds with regard to certain
Shares not being payable to the Offeror, the Share Offer Price and the Stock
Option Offer Price will be reduced accordingly on a euro-for-euro basis, and in
case of dividend or distribution of funds or assets, in respect of such Shares
only.
Offer Period
The offer period under the Tender Offer is expected to commence on or about
February 28, 2023, and to expire on or about April 17, 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 approvals, permits, consents, clearances or other actions, including
without limitation approvals required under applicable foreign direct
investment laws, (or, where applicable, the expiry of relevant waiting periods)
by any competition authorities or other regulatory authorities required under
any 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 second 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 February 27, 2023.
Recommendation from the Board of Directors of Nixu
The members of the Board of Directors of Nixu, who participated in the
decision-making, have unanimously decided to recommend that the shareholders
and the holders of Stock Options of Nixu accept the Tender Offer. The Board of
Directors of Nixu will issue its statement on the Tender Offer before the
publication of the Tender Offer Document and it will be included in the Tender
Offer Document. The recommendation is supported by a fairness opinion provided
to the Board of Directors of Nixu by its financial adviser Danske Bank on
February 16, 2023. The complete fairness opinion will be attached to the
statement of the Board of Directors of Nixu.
Marko Kauppi, Deputy Chair of the Board of Directors of Nixu, has irrevocably
undertaken to tender all Shares held directly by him and his wholly-owned
investment company Tenendum Oy in the Tender Offer, and has therefore not
participated in the decision-making concerning the Combination Agreement by the
Board of Directors of Nixu or in the decision-making concerning the
recommendation of the Board of Directors of Nixu.
Support by Certain Major Shareholders and Management Shareholders of Nixu
Bo Peter Gylfe, Marko Kauppi (himself and on behalf of his wholly-owned company
Tenendum Oy), Varma Mutual Pension Insurance Company, Lamy Oy, Parteen Oy,
Visio Allocator Fund, and all members of the management team of Nixu, including
the CEO Teemu Salmi, who own Shares or Stock Options, together representing
approximately 22.3 percent of all outstanding Shares and votes and 43.8 percent
of the Stock Options in Nixu, 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
10 percent higher than the Share Offer Price and the Offeror does not match or
exceed the consideration offered in such competing offer within a certain
period of time, or in the event the Board of Directors of Nixu withdraws its
recommendation (or modifies or changes the recommendation in a manner
detrimental to the Tender Offer) other than as a result of a competing offer.
Together with the Shares directly held by the Offeror, the irrevocable
undertakings represent approximately 23.3 percent of all the outstanding Shares
and votes in Nixu.
Conditions to Completion of the Tender Offer
The completion of the Tender Offer is subject to a condition 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 Market Act (746/2012, as amended, the
"Finnish Securities Market Act") or, to the extent permitted by applicable law,
their fulfilment is waived by the Offeror:
(a) the Tender Offer has been validly accepted with respect to the
Shares representing, together with any Shares otherwise held by the Offeror
prior to the date of the Offeror's announcement of the final result of the
Tender Offer, more than 90 percent of the Shares and voting rights of the
Company, calculated pursuant to Chapter 18, Section 1 of the Finnish Companies
Act;
(b) the receipt of all necessary approvals, permits, consents,
clearances or other actions, including without limitation approvals required
under applicable foreign direct investment laws, (or where applicable, the
expiry of relevant waiting periods) by any competition authorities or other
regulatory authorities required under any applicable competition laws or other
regulatory laws in any jurisdiction for the completion of the Tender Offer;
(c) no laws or other regulation has been issued or decision by a
competent court or regulatory authority has been given that would wholly or in
any material part prevent, postpone or frustrate the completion of the Tender
Offer;
(d) no fact or circumstance has arisen after the announcement of the
Tender Offer that constitutes or results in a material adverse change;
(e) the Offeror has not received information with respect to a fact or
circumstance that has resulted in a material adverse change (other than any
such fact or circumstance fairly disclosed in the due diligence information);
(f) no information made public by the Company 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;
(g) the Combination Agreement has not been terminated in accordance
with its terms and remains in full force and effect;
(h) the Board of Directors of the Company has issued the
recommendation and the recommendation remains in full force and effect and has
not been modified, cancelled or changed (excluding, however, any technical
modification or change of the recommendation required under applicable laws or
the Helsinki Takeover Code so long as the recommendation to accept the Tender
Offer is upheld; and
(i) the undertakings by the major shareholders and the management
shareholders to accept the Tender Offer remain in full force and effect in
accordance with their terms and have not been modified, cancelled or changed.
The Conditions to Completion set out above are exhaustive. The Offeror may only
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) of the Finnish Financial Supervisory
Authority on Takeover Bids and Mandatory Bids and the Helsinki Takeover Code.
The Offeror reserves the right to waive 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 and Stock Options validly tendered in the Tender Offer and
paying the Share Offer Price and the Stock Option Offer Price to the
shareholders and holders of the Stock Options 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 approvals, permits, consents,
clearances or other actions, including without limitation approvals required
under applicable foreign direct investment laws, (or, where applicable, the
expiry of relevant waiting periods) by any competition authorities or other
regulatory authorities required under any applicable competition laws or other
regulatory laws in any jurisdiction for the completion of the Tender Offer. To
the Offeror's knowledge, the Offeror is not under any obligation to obtain any
approval from any regulatory authority for the completion of the Tender Offer
other than an approval from the Ministry of Economic Affairs and Employment of
Finland.
Based on currently available information, the Offeror expects to obtain
approval from the Ministry of Economic Affairs and Employment of Finland and to
complete the Tender Offer during the second quarter of 2023. The Offeror will
use its reasonable best efforts to obtain the regulatory approval. However, the
length and outcome of the regulatory 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 funds immediately available to the Offeror suffice for completing the
Tender Offer and for financing the potential compulsory redemption proceedings
in accordance with the Finnish Companies Act. The Offeror's obligation to
complete the Tender Offer is not conditional upon availability of financing.
Future Plans Concerning the Shares and the Stock Options
The Offeror intends to acquire all the Shares and Stock Options. 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 as referred to
under Chapter 18 Section 1 of the Finnish Companies Act:
(a) the Offeror will commence as soon as reasonably possible the
compulsory redemption proceedings in accordance with the Finnish Companies Act
for all the Shares not purchased pursuant to the Tender Offer; and
(b) the Stock Options, the holders of which have not accepted the
Tender Offer, will be transferred to the Offeror in accordance with the terms
and conditions of the Option Scheme 2019 at the Stock Option Offer Price
applicable to such Stock Option.
The Combination Agreement
The Combination Agreement between Nixu 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 Nixu may, at any
time prior to the completion of the Tender Offer, withdraw, modify, amend or
decide not to issue its recommendation or take actions contradictory to the
recommendation, but only if the Board of Directors of Nixu, on the basis of its
fiduciary duties under Finnish laws and regulations (including the Helsinki
Takeover Code), considers that, due to materially changed circumstances
occurring after the date of the Combination Agreement, or occurring prior to
the date of the Combination Agreement of which the Board of Directors of the
Company was not aware as of the date of the Combination Agreement, (including,
but not limited to, a competing offer or superior offer) not connected with a
breach of the Company's obligations under the Combination Agreement, the
acceptance of the Tender Offer would no longer be in the best interest of the
holders of outstanding Shares and/or Stock Options, provided, that, if such an
action is connected to a serious written competing offer, which the Board of
Directors of the Company has determined in good faith to have capability to
become a superior offer, (i) the Company has reasonably promptly informed the
Offeror in writing about the competing offer (including any material revisions
thereto), including, to the extent available to the Company, the identity of
the competing offeror, the price offered and any other material terms and
conditions of such competing offer, (ii) the Board of Directors of the Company
has given the Offeror a reasonable opportunity, during not less than four
business days after such competing offer has been published or after the
Offeror has received all material information relating to such competing offer,
to negotiate and agree with the Board of Directors of the Company on improving
the terms of the Tender Offer as contemplated by the Combination Agreement,
(iii) the Company has informed the Offeror that the Board of Directors of the
Company has determined that such competing offer constitutes a superior offer
or would, if announced or entered into, constitute a superior offer, as
applicable, and (iv) actions are taken in respect of such competing offer so
that it simultaneously becomes a superior offer.
The Company shall, and shall cause its subsidiaries and their respective
affiliates and representatives to, (a) not solicit, directly or indirectly, any
inquiries or solicit or facilitate any proposal or offer (including any
proposal or offer to holders of Shares or Stock Options) that constitutes, or
would reasonably be expected to lead to, any competing offer, (b) cease and
cause to be terminated any possible discussions, negotiations or other
activities related to any competing offer conducted prior to the date of the
Combination Agreement and (c) not, upon receipt of a competing offer, directly
or indirectly, facilitate or promote the progress of such competing offer,
except, in each case, if (and only to the extent that) such competing offer
constitutes a superior offer, or, if announced or entered into, would in the
reasonable opinion of the Board of Directors of the Company, have capability to
constitute a superior offer, as applicable, and provided that the Company
complies with certain procedures about matters arising from such competing
offer before any change of recommendation.
The Combination Agreement further includes certain customary representations,
warranties and undertakings by both parties, such as conduct of the Company and
each of its subsidiaries' business in the ordinary course of business until the
earlier of the date of the extraordinary general meeting of shareholders of the
Company to be convened after the announcement of 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 any order preventing the
consummation of the Tender Offer or a material part of it shall have been
issued by any court or other authority of competent jurisdiction and shall have
become final and non-appealable 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 a superior offer being completed, as further specified in
the Combination Agreement, the Company has agreed to reimburse expenses
incurred by the Offeror up to the maximum amount of EUR 1,000,000. If the
Combination Agreement is terminated due to certain reasons specified in the
Combination Agreement, the Offeror has agreed to pay the Company as liquidated
damages an amount of EUR 1,000,000.
Advisors
Nordea Bank Abp acts as financial advisor to DNV in connection with the Tender
Offer and arranger in relation to the Tender Offer outside the United States.
In addition, DNV has retained White & Case LLP as legal advisor in connection
with the Tender Offer and Miltton Ltd as the communication advisor.
Nixu has retained Danske Bank as financial advisor and Borenius Attorneys Ltd
as legal advisor in connection with the Tender Offer.
Media and Investor Briefing
DNV and Nixu invite media representatives, analysts, and shareholders to attend
a live webcast briefing on the Tender Offer, including a Q&A session, today,
February 16, 2023, at 11.00 a.m. EET.
The presentation and the Q&A session will be held in English.
Link to webcast: https://worksup.com/app?id=WEBCASTBRIEFING
Participants may submit questions in writing during the event through a message
platform available in the webcast, or with audio after the presentation through
Microsoft Teams:
https://teams.microsoft.com/l/meetup-join/19%3ameeting_Y2JkNzViYmMtOWNlNi00ZTViL
TliODQtOTg0NGUyODExMzZj%40thread.v2/0?context=%7b%22Tid%22%3a%22b65ef3be-60bc-4d
b2-84ec-c3948f0ff6d7%22%2c%22Oid%22%3a%22447a1f18-54af-4626-b97e-e7ace2879f56%22
%7d.
Media and Investor Enquiries
Anniina Hautakoski, Nixu
anniina.hautakoski@nixu.com
+358 50 598 8304
Robert Coveney, DNV
rob.coveney@dnv.com
+44 7753 294 635
Leena Viitanen, Miltton
leena.viitanen@miltton.com
+358 40 7371 464
Information about the Tender Offer is made available at
www.tenderoffer.fi/en/nixu/.
For administrative questions regarding the Tender Offer, please contact your
bank or nominee where you have your Shares registered.
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 BUY OR THE SOLICITATION OF AN OFFER TO SELL 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 THE TENDER OFFER OR ACCEPTANCE THEREOF 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 LAW.
THIS 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 RELEASE HAD
BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders of Nixu in the United States
The Tender Offer will be made for the issued and outstanding shares in Nixu,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States in
compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the applicable rules and regulations
promulgated thereunder, including Regulation 14E (in each case, subject to any
exemptions or relief therefrom, if applicable) 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. Shareholders in the United States are advised that the
Shares are not listed on a U.S. securities exchange and that Nixu is not
subject to the periodic reporting requirements of the Exchange Act and is not
required to, and does not, file any reports with the U.S. Securities and
Exchange Commission (the "SEC") thereunder.
The Tender Offer is made to Nixu's shareholders resident in the United States
on the same terms and conditions as those made to all other shareholders of
Nixu to whom an offer is made. Any information documents, including this
release, are being disseminated to U.S. shareholders on a basis comparable to
the method that such documents are provided to Nixu's other shareholders.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its broker's affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this release and during the pendency of the Tender Offer, and other
than pursuant to the Tender Offer and combination, directly or indirectly,
purchase or arrange to purchase, the Shares or any securities that are
convertible into, exchangeable for or exercisable for such 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 stock exchange or press release or
other means reasonably calculated to inform U.S. shareholders of Nixu of such
information. In addition, the financial advisers to the Offeror may also engage
in ordinary course trading activities in securities of Nixu, 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
this release. 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 adviser
immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Nixu's shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws since the
Offeror and Nixu 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.
Nixu's shareholders may not be able to sue the Offeror or Nixu 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 Nixu and
their respective affiliates to subject themselves to a U.S. court's judgment.
Forward-looking Statements
This release contains statements that, to the extent they are not historical
facts, constitute "forward-looking statements." Forward-looking statements
include statements concerning plans, expectations, projections, objectives,
targets, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs, plans or intentions relating to
acquisitions, competitive strengths and weaknesses, plans or goals relating to
financial position, future operations and development, business strategy and
the trends in the industries and the political and legal environment and other
information that is not historical information. In some instances, they can be
identified by the use of forward-looking terminology, including the terms
"believes," "intends," "may," "will" or "should" or, in each case, their
negative or variations on comparable terminology. By their very nature,
forward-looking statements involve inherent risks, uncertainties and
assumptions, both general and specific, and risks exist that the predictions,
forecasts, projections and other forward-looking statements will not be
achieved. Given these risks, uncertainties and assumptions, investors are
cautioned not to place undue reliance on such forward-looking statements. Any
forward-looking statements contained herein speak only as at the date of this
release.
Disclaimer
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 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.
Danske Bank A/S is authorized under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228.
Danske Bank A/S (acting via its Finland Branch) is acting as financial adviser
to the Company and no other person in connection with these materials or their
contents. Danske Bank A/S will not be responsible to any person other than the
Company for providing any of the protections afforded to clients of Danske Bank
A/S, nor for providing any advice in relation to any matter referred to in
these materials. Without limiting a person's liability for fraud, Danske Bank
A/S nor any of its affiliates nor any of its respective directors, officers,
representatives, employees, advisers or agents shall have any liability to any
other person (including, without limitation, any recipient) in connection with
the Tender Offer.
Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1118545© 2023 GlobeNewswire
