North Holdings 3 Oy supplements the tender offer document relating to the
public tender offer for all the shares in Caverion Corporation and extends the
offer period of its tender offer
NORTH HOLDINGS 3 OY STOCK EXCHANGE RELEASE
February 28, 2023 at 14:00 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 supplements the tender offer document relating to the
public tender offer for all the shares in Caverion Corporation and extends the
offer period of its tender offer
As previously announced, North Holdings 3 Oy (the "Offeror") and Caverion
Corporation (the "Company" or "Caverion") have entered into a combination
agreement (as amended, the "Combination Agreement"), pursuant to which the
Offeror has made a recommended voluntary public tender offer to acquire all of
the issued and outstanding shares in Caverion that are not held by Caverion or
any of its subsidiaries (the "Shares" or, individually, a "Share") (the "Tender
Offer"). The Offeror has published a tender offer document, dated November 24,
2022 as well as the first supplement to the tender offer document on January
13, 2023, the second supplement to the tender offer document on February 10,
2023 and the third supplement to the tender offer document on February 15,
2023, concerning the Tender Offer (the tender offer document, as supplemented
from time to time, the "Tender Offer Document"). The offer period for the
Tender Offer commenced on November 24, 2022, at 9:30 a.m. (Finnish time) and
will expire on March 16, 2023, at 4:00 p.m. (Finnish time), unless the offer
period is extended further or any extended offer period is discontinued as
described in the terms and conditions of the Tender Offer.
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 Tender Offer.
The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the supplement to the Tender Offer Document (the
"Supplement Document"). The Supplement Document relates to the stock exchange
release published by Caverion on February 24, 2023, concerning Crayfish BidCo
Oy's amended offer, the stock exchange release published by the Offeror on
February 24, 2023, in which the Offeror announced that it is evaluating the
amended offer by Crayfish BidCo Oy and its alternatives and to the stock
exchange release published by Caverion on February 27, 2023, according to which
the Board of Directors of Caverion is in the process of evaluating both offers.
As a result of the new information included in the Supplement Document, the
Offeror extends the offer period of the Tender Offer to expire on March 16,
2023, at 4:00 p.m. (Finnish time), unless the offer period is extended further
or any extended offer period is discontinued in accordance with the terms and
conditions of the Tender Offer. The Supplement Document is attached as Appendix
1 to this stock exchange release.
The Offeror continues to evaluate the amended competing offer by Crayfish BidCo
Oy and its alternatives and will announce its conclusions in due course, and
may therefore extend the offer period further, if needed.
The Finnish language version of the Tender Offer Document is available, and the
Finnish language version of the Supplement Document is available as of February
28, 2023, on the internet at www.caverion-offer.fi and
www.nordea.fi/caverion-ostotarjous. The English language translation of the
Tender Offer Document is available, and the English language translation of the
Supplement Document is available as of February 28, 2023, on the internet at
www.caverion-offer.com and www.nordea.fi/caverion-offer.
Investor and Media enquiries:
Bain Capital, Security Trading, Fennogens and Corbis
Iris Nevanlinna, +358 40 577 9229, iris.nevanlinna@miltton.com
Caverion
Milena Hæggström, Head of Investor Relations and External Communications,
Caverion Corporation, tel. +358 40 5581 328, milena.haeggstrom@caverion.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 in 2021. 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 December 2022, there were almost 14,500
professionals serving customers at the service of Caverion Group in 10
countries.
IMPORTANT INFORMATION
THIS STOCK EXCHANGE 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 STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT OR A SUPPLEMENT
DOCUMENT TO TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR
INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE 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 THE TENDER OFFER DOCUMENT AND THE POSSIBLE SUPPLEMENT DOCUMENTS TO THE
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 THE TENDER OFFER DOCUMENT, THE
SUPPLEMENT 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 LTD AND THE HELSINKI TAKEOVER CODE AND THE
INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN
DISCLOSED IF THIS STOCK EXCHANGE RELEASE 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 is 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(c) under the Exchange Act for a Tier I
tender offer (the "Tier I Exemption") and Rule 802 (the "802 Exemption") under
the U.S. Securities Act of 1933 (the "U.S. Securities 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 stock exchange release 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 stock
exchange release, are being disseminated to U.S. shareholders on a basis
comparable to the method that such documents are provided to Caverion's other
shareholders.
As permitted under the Tier I Exemption, the settlement of the Tender Offer is
based on the applicable Finnish law provisions, which differ from the
settlement procedures customary in the United States, particularly as regards
to the time when payment of the consideration is rendered. The Tender Offer,
which is subject to Finnish law, is being made to the U.S. shareholders in
accordance with the applicable U.S. securities laws, and applicable exemptions
thereunder, in particular the Tier I Exemption and the 802 Exemption. To the
extent the Tender Offer is subject to U.S. securities laws, those laws only
apply to U.S. shareholders and will not give rise to claims on the part of any
other person. U.S. shareholders should consider that (whether paid initially in
cash or upon redemption of any Alternative Consideration Instruments) the offer
price for the Tender Offer is being paid in EUR and that no adjustment will be
made based on any changes in the exchange rate.
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 (including the offer of the Alternative
Consideration Instruments), passed upon the merits or fairness of the Tender
Offer (including the offer of the Alternative Consideration Instruments), or
passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer (including in relation to the
Alternative Consideration Instruments). Any representation to the contrary is a
criminal offence in the United States.
THE ALTERNATIVE CONSIDERATION INSTRUMENTS HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION, AND THE ALTERNATIVE CONSIDERATION
INSTRUMENTS CONSTITUTE "RESTRICTED SECURITIES" PURSUANT TO THE SECURITIES ACT,
AND MAY NOT BE OFFERED OR SOLD WITH UNITED STATES OR TO, OR FOR, THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT),
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder 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.
It may be difficult for Caverion's shareholders and the holders of the
Alternative Consideration Instruments 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 a non-U.S. jurisdiction and some or all of their
respective officers and directors may be residents of non-U.S. jurisdictions.
Caverion shareholders and the holders of the Alternative Consideration
Instruments 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.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TENDER OFFER, PASSED ANY
COMMENTS UPON THE MERITS OR FAIRNESS OF THE TENDER OFFER, PASSED ANY COMMENT
UPON THE ADEQUACY OR COMPLETENESS OF THE TENDER OFFER DOCUMENT OR THE
SUPPLEMENT DOCUMENT OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THE TENDER
OFFER DOCUMENT OR THE SUPPLEMENT DOCUMENT IS CORRECT OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
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.
Appendix 1: Supplement Document
Attachment:
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