Montana BidCo Oy COMPANY RELEASE May 9, 2023
at 5:00 p.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH
AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
Preliminary result of the subsequent offer period of Montana BidCo's public
cash offer to the shareholders of Nordic Lights Group
Montana BidCo Oy ("Montana" or the "Offeror"), a private limited liability
company, that is indirectly wholly owned by Methode Electronics, Inc.
("Methode"), and Nordic Lights Group Corporation ("Nordic Lights" or the
"Company") announced on February 28, 2023 that Methode and Nordic Lights had
entered into a combination agreement (the "Combination Agreement") pursuant to
which the Offeror made a voluntary recommended public offer for all of the
issued and outstanding shares in Nordic Lights (the "Shares" or, individually,
a "Share") (the "Offer"), and pursuant to which Methode has transferred its
rights and obligations to the Offeror in accordance with the terms of the
Combination Agreement. The offer period for the Offer commenced on March 15,
2023, at 9:30 a.m. (Finnish time) and expired on April 14, 2023, at 4:00 p.m.
(Finnish time) (the "Original Offer Period"). On April 24, 2023 at 9:30 a.m.
(Finnish time), the Offeror commenced a subsequent offer period (the
"Subsequent Offer Period") in accordance with the terms and conditions of the
Offer, which expired on May 8, 2023 at 4:00 p.m. (Finnish time).
Based on the preliminary result of the Subsequent Offer Period, the 1,400,517
Shares in Nordic Lights tendered during the Subsequent Offer Period represent
approximately 6.7 percent of the Shares and votes in Nordic Lights. Together
with the Shares validly tendered during the Original Offer Period and the
Shares otherwise acquired by Montana, the Shares validly tendered during the
Subsequent Offer Period represent preliminarily approximately 98.9 percent of
the Shares and votes in Nordic Lights, calculated in accordance with Chapter
18, Section 1 of the Finnish Companies Act (624/2006, as amended, the "Finnish
Companies Act").
The Offeror will announce the final percentage of the Shares validly tendered
during the Subsequent Offer Period on or about May 11, 2023. The offer
consideration for the Shares in Nordic Lights validly tendered during the
Subsequent Offer Period will be paid to the shareholders on or about May 12,
2023 in accordance with the payment procedures described in the terms and
conditions of the Offer. The actual time of receipt of the payment by tendering
shareholders will depend on the schedules of money transactions between
financial institutions.
As communicated earlier, it is the Offeror's intention to acquire all Shares in
Nordic Lights and to apply for the Shares in Nordic Lights to be delisted from
Nasdaq First North Growth Market Finland ("Nasdaq First North") as soon as
permitted and reasonably practicable under the applicable laws and regulations
and the rules of Nasdaq First North. The Offeror will initiate redemption
proceedings as soon as possible to acquire the remaining Shares in Nordic
Lights in accordance with the Finnish Companies Act.
The Offeror and Methode reserve the right to acquire, or enter into
arrangements to acquire, shares in Nordic Lights on or after the date of this
release in public trading on Nasdaq First North or otherwise. Any purchases
made or arranged will be disclosed in accordance with applicable rules.
Investor and Media enquiries:
Methode
Robert K Cherry, VP Investor Relations, Methode, ir@methode.com, Tel. +1 708
457 4030
Nordic Lights
Göran Carlson, Chairman of the Board of Directors, Nordic Lights,
goran.r.carlson@gmail.com, Tel. +46 70 874 6556
Tom Nordström, Chief Executive Officer, Nordic Lights,
tom.nordstrom@nordiclights.com, Tel. +358 400 909005
Certified Adviser of Nordic Lights:
Oaklins Merasco Ltd
Tel. +358 9 612 9670
ABOUT THE OFFEROR AND METHODE
Montana is a newly established company that is indirectly wholly owned by
Methode. Montana has previously not conducted any business. Montana was formed
to make the Offer and to operate as the parent company of Nordic Lights.
Methode is a leading global supplier of custom engineered solutions with sales,
engineering and manufacturing locations in North America, Europe, Middle East
and Asia. Methode designs, engineers and produces mechatronic products for
Original Equipment Manufacturers (OEMs) utilizing a broad range of technologies
for user interface, LED lighting system, power distribution and sensor
applications. Its solutions are found in the end markets of transportation
(including automotive, commercial vehicle, e-bike, aerospace, bus and rail),
cloud computing infrastructure, construction equipment, consumer appliance and
medical devices. Methode was founded in 1946 and is headquartered in Chicago,
Illinois, with its shares admitted to public trading since 1966. As reported in
Methode's last 10-K annual report filing, at April 30, 2022, Methode had
approximately 7,000 employees worldwide, and net sales of approximately USD
1.1636 billion.
ABOUT NORDIC LIGHTS
Nordic Lights, based in Pietarsaari, Finland, has paved its way as a global
premium supplier of high-quality lighting solutions for heavy-duty equipment in
several demanding industrial sectors. Nordic Lights focuses on providing
solutions mainly to five end-user segments: mining, construction, forestry,
agriculture and material handling. Nordic Lights' mission is to enable the safe
and efficient use of equipment. With three decades of experience Nordic Lights
works with the most demanding manufacturers of machinery from design to
production and aftermarket support. Nordic Lights' revenue in 2022 was EUR 82
million. The company employs around 300 employees globally.
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, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION IN WHICH THE
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 OFFER, IN, AUSTRALIA, CANADA,
HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND. INVESTORS SHALL
ACCEPT THE 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 OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE
PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE 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 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, SOUTH AFRICA OR SWITZERLAND. THE OFFER CANNOT BE ACCEPTED,
DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM
WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR
SWITZERLAND AND ANY PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF
NASDAQ FIRST NORTH 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 Nordic Lights in the United States
The Offer is made for the issued and outstanding shares (which are not held in
treasury) of Nordic Lights, which is domiciled in Finland, and is subject to
Finnish disclosure and procedural requirements. The Offer is made in the United
States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities
Exchange Act of 1934, as amended (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 otherwise in accordance with the disclosure and
procedural requirements of Finnish law, including with respect to the 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 company 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 Offer is made to Nordic Lights' shareholders resident in
the United States on the same terms and conditions as those made to all other
shareholders of Nordic Lights to whom an offer is made. Any informational
documents, including this release, are being disseminated to U.S. shareholders
on a basis comparable to the method that such documents are provided to Nordic
Lights' other shareholders. U.S. shareholders should consider that the Offer
Consideration 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 release and during the pendency of the Offer, and other than
pursuant to the 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
Nordic Lights of such information. In addition, the financial advisers to the
Offeror may also engage in ordinary course trading activities in securities of
Nordic Lights, 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 U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED UPON THE
MERITS OR FAIRNESS OF THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY,
ACCURACY OR COMPLETENESS OF THE DISCLOSURE IN THIS RELEASE IN RELATION TO THE
OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
The receipt of cash pursuant to the Offer may be a taxable transaction. Each
holder of shares is urged to consult its independent professional advisers
regarding the tax and other consequences of accepting the Offer.
To the extent the 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 Nordic Lights' shareholders to
enforce their rights and any claims they may have arising under the U.S.
federal securities laws, since the Offeror and Nordic Lights 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. Nordic Lights
shareholders may not be able to sue the Offeror or Nordic Lights 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 or Nordic
Lights or 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
Moelis & Company LLC is a US broker-dealer registered under the US Securities
Exchange Act of 1934 and regulated by the U.S. Securities and Exchange
Commission. Moelis & Company LLC is acting as exclusive financial adviser to
the Offeror and no one else in connection with the 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 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
Offer or any other transaction or arrangement referred to in this document.
Neither Moelis & Company LLC, nor any of its affiliates nor any of its or its
affiliates' respective directors, officers, representatives, employees,
advisers or agents shall have any duty, liability or responsibility whatsoever
to any other person (including, without limitation, any recipient) in
connection with the Offer or any statement contained in this document.
Danske Bank A/S is authorised 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 a financial
adviser to the Offeror 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 Offeror 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 Offer.
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, is acting exclusively
as the financial adviser for the Company and no one else in connection with the
Offer or the matters referred to in this document, will not regard any other
person (whether or not a recipient of this document) than the Company as its
client in relation to the Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients nor for
providing advice in relation to the Offer or any other transaction or
arrangement referred to in this document.
Attachment:
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