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 ANY OTHER JURISDICTION WHERE TO DO SO AND/OR IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Inside information: A consortium comprising Sonae, Jeffrey David, Johan Dettel
and David Rönnberg announces a recommended public tender offer through Flybird
Holding Oy for all shares in Musti
Flybird Holding Oy INSIDE INFORMATION 29 November 2023 at
9:00 a.m. EET
-- Sonae Holdings, S.A. (a subsidiary wholly-owned and controlled by Sonae -
SGPS, S.A. ("Sonae")) and Jeffrey David, the Chair of Musti Group Plc's
Board of Directors, Johan Dettel, a member of Musti Group Plc's Board of
Directors, and David Rönnberg, the Chief Executive Officer of Musti Group
Plc, have formed a consortium (the "Consortium") for the purpose of making
a recommended voluntary public cash tender offer through Flybird Holding Oy
for all the issued and outstanding shares in Musti Group Plc, a public
limited company incorporated and existing under the laws of Finland
("Musti" or the "Company").
-- The Consortium intends to initiate the next development phase of Musti
supported by increased long-term investments, strong operating know-how and
experience in the retail business and the
pet care sector
as well as by the Consortium's complementary network of relationships and
geographical outreach.
-- Opportunity for Musti's existing shareholders to realise value from their
holdings in Musti at a premium above current and last twelve months
volume-weighted average share price, surpassing all analysts' share price
targets of Musti
[1]
.
-- The Board of Directors of Musti, represented by a quorum comprising the
non-conflicted members of the Board of Directors who are not members of the
Consortium, has unanimously decided to recommend that the shareholders of
Musti accept the tender offer.
Flybird Holding Oy (the "Offeror"), a private limited company incorporated and
existing under the laws of Finland that will be directly and indirectly owned
by the Consortium, hereby announces a recommended voluntary public cash tender
offer for all the issued and outstanding shares in Musti that are not held by
Musti or its subsidiaries (the "Shares" or, individually, a "Share") (the
"Tender Offer"). The shareholders of Musti (other than Musti or its
subsidiaries) will be offered a cash consideration of EUR 26.00 for each Share
validly tendered in the Tender Offer (the "Offer Price").
KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER
-- On 29 November 2023, the Offeror and Musti entered into a combination
agreement (the "Combination Agreement") pursuant to which the Offeror will
make the Tender Offer for all of the Shares in Musti. Sonae Holdings, S.A.
together with Jeffrey David, Johan Dettel and David Rönnberg have formed
the Consortium for the purpose of making the Tender Offer through the
Offeror, which the Consortium will directly and indirectly own following
the completion of the Tender Offer.
-- The Offer Price under the Tender Offer is EUR 26.00 in cash for each Share
validly tendered in the Tender Offer, subject to any adjustments as set out
in the section "The Tender Offer in Brief" below.
-- The Offer Price represents a premium of approximately:
-- 27.1
per cent
compared to the closing price EUR 20.46 of the Share on Nasdaq Helsinki
Ltd ("Nasdaq Helsinki") on 28 November 2023, the last trading day
immediately preceding the announcement of the Tender Offer;
-- 39.3
per cent
compared to EUR 18.66, i.e. the three-month volume-weighted average
trading price of the Share on Nasdaq Helsinki on the last trading day
immediately preceding the announcement of the Tender Offer;
-- 40.4
per cent
compared to EUR 18.51, i.e. the six-month volume-weighted average
trading price of the Share on Nasdaq Helsinki on the last trading day
immediately preceding the announcement of the Tender Offer; and
-- 49.5
per cent
compared to EUR 17.39, i.e. the twelve-month volume-weighted average
trading price of the Share on Nasdaq Helsinki on the last trading day
immediately preceding the announcement of the Tender Offer.
-- The Tender Offer values Musti's total outstanding equity at approximately
EUR 868 million (excluding 147,566 shares held in treasury by Musti).
-- The Board of Directors of Musti, represented by a quorum comprising the
non-conflicted members of the Board of Directors who are not members of the
Consortium, has unanimously decided to recommend that the shareholders of
Musti accept the Tender Offer. No Consortium member has participated in the
consideration or the decision-making relating to the Tender Offer in the
Board of Directors of Musti.
-- The Consortium believes that Musti is approaching its next development
phase which would be supported by Sonae's strong operating know-how,
experience of fostering successful retail businesses into leading positions
in their respective markets, exemplary track-record of establishing
successful partnerships, and a complementary network of relationships and
geographical outreach. Moreover, through Jeffrey David, Johan Dettel and
David Rönnberg, the Consortium possesses exceptional operational
experience, know-how and track-record both in the pet care sector as well
as in the operations of Musti, ensuring continuity with the core values and
culture of Musti.
-- The completion of the Tender Offer is not expected to have any immediate
material effects on the operations, or the position of the management or
employees, of Musti. However, as is customary, the Offeror intends to
change the composition of the Board of Directors of Musti after the
completion of the Tender Offer.
-- As at the date of this announcement, the Consortium holds in aggregate
1,412,642 Shares in Musti representing approximately 4.2 per cent of all
the Shares and votes in Musti.
-- The Offeror has secured the financing required to finance the Tender Offer
at completion in accordance with its terms and conditions, and compulsory
redemption proceedings, if any, in accordance with the Finnish Companies
Act (624/2006, as amended, the "Finnish Companies Act"), and the possible
payment of a termination fee by the Offeror.
-- The Offeror expects to publish a tender offer document (the "Tender Offer
Document") with detailed information on the Tender Offer on or about 15
December 2023. The offer period under the Tender Offer is expected to
commence on or about 18 December 2023, and to expire on or about 12
February 2024, unless the Offeror extends the offer period in order to
satisfy the conditions to completion of the Tender Offer, including, among
others, receipt of all necessary regulatory approvals (or expiry of
regulatory waiting periods, as the case may be). The Tender Offer is
currently expected to be completed during the first quarter of 2024.
-- The completion of the Tender Offer is subject to the satisfaction or waiver
by the Offeror of certain customary conditions on or prior to the Offeror's
announcement of the final results of the Tender Offer including, among
others, that approvals by all necessary competition authorities and other
regulatory authorities have been received (or regulatory waiting periods
have expired, as the case may be) and the Offeror having gained control to
more than 90
per cent
of the Shares and votes in Musti on a fully diluted basis.
Comments on the Tender Offer, Cláudia Azevedo, Board member and Chief Executive
Officer, Sonae:
"After a thorough analysis of consumer trends, market dynamics and Musti's
positioning and business performance, we have given careful consideration to
our proposal and are enthusiastic about the prospect of acquiring the leading
pet retailer in the Nordics. Our offer, which represents a premium valuation,
reflects our profound belief in the company, the pet retail industry and the
Nordic region, as well as in the strong and experienced management team of
Musti. We are convinced that the consortium led by Sonae, together with Jeffrey
David, Johan Dettel and David Rönnberg, is the ideal owner to enable the
company to further expand and focus on meeting the evolving needs of Musti's
pet parents, while delivering long-term value creation; we are confident that
our strong operating know-how, that successfully fostered retail businesses
into leading positions in their respective markets, combined with our
complementary network of relationships and geographical outreach, unlocks a
winning combination to support Musti in its next growth stage."
Comments on the Tender Offer, David Rönnberg, Chief Executive Officer of Musti
and Consortium member:
"We are excited about this opportunity and look forward to, together with
Sonae, focus on the next chapter of Musti's journey, a development phase which
will need to be supported by further investments and a different capital
structure, and hence we believe is best executed in an unlisted environment. We
believe that the company, its employees and stakeholders will benefit from a
committed and long-term strategic shareholder that provides capital, support
and agility for further market share gains in the Nordics and materialise the
potential for broader international expansion."
Comments on the Tender Offer, Ingrid Jonasson Blank, Vice-Chair of the Board of
Directors of Musti Group Plc and Chair of the Independent Committee:
"The non-conflicted members of Musti's Board of Directors have thoroughly and
carefully assessed the consortium's tender offer and its terms and conditions.
In our view, the tender offer shows the consortium's appreciation of Musti's
leading position in the Nordic region, its successful omnichannel strategy and
its own and exclusive product offering. The transaction structure provides
strong operational experience and know-how as well as enables continuity with
the core values and culture of Musti. Based on our assessment, and all relevant
information we consider the tender offer and the offer price fair to Musti's
shareholders and have unanimously decided to recommend that the shareholders of
Musti accept the tender offer."
About the consortiuM
Sonae Holdings, S.A. is owned and controlled by Sonae. Founded in 1959, Sonae
is a Portuguese-headquartered, multinational group with market-leading
positions in its key markets across several sectors, including retail (food and
non-food), health, wellness and beauty, real estate, telecom, technology and
financial services. Sonae has a long-term view on economic and social value
creation, which is pursued through an active portfolio management strategy and
a strong social and environmental mindset. Through the strong performance of
Sonae's businesses and the respective synergies within its portfolio, Sonae has
shown a solid track-record of value creation and financial performance over the
years, supported by a stable shareholder structure and several successful
longstanding partnerships in its key portfolio companies. In 2022, Sonae's
consolidated group revenue reached EUR 7.7 billion and consolidated EBITDA
surpassed EUR 900 million. With a global footprint, Sonae's current portfolio
includes leading and best in class companies such as MC, Worten, NOS, Sierra,
Brightpixel, Zeitreel and Universo. Sonae currently holds 1.7 per cent of the
Shares and votes in Musti.
Jeffrey David has been a member of the Board of Directors of Musti since 2016
and Chair of the Board of Directors of Musti since 2017. Johan Dettel has been
a member of the Board of Directors of Musti between 2014 and 2018 and since
2022. David Rönnberg has been the CEO of Musti since 2017. Therefore, all the
above individuals have exceptional operational experience and know-how both in
the pet care and retail sectors as well as in the operations of Musti, which
also forms the basis for their inclusion in the Consortium by Sonae. The
aggregate holding of the above persons is 2.5 per cent of the Shares and votes
in Musti.
Sonae Holdings, S.A. together with Jeffrey David, Johan Dettel and David
Rönnberg have formed the Consortium for the purpose of making the Tender Offer
through the Offeror and have committed to contribute or tender all Shares held
by them or their affiliates to the Offeror in connection with the Tender Offer.
A total of 534,860 Shares owned by Jeffrey David, Johan Dettel and David
Rönnberg will be contributed to the Offeror at the completion of the Tender
Offer and the remaining 311,121 Shares shall be tendered in the Tender Offer.
As at the date of this announcement, the Offeror is indirectly owned by Jeffrey
David, Johan Dettel and David Rönnberg, and it is expected that Sonae Holdings,
S.A. will hold approximately 98 per cent and Jeffrey David, Johan Dettel and
David Rönnberg indirectly approximately in aggregate 2 per cent of the shares
in the Offeror immediately after the completion of the Tender Offer (assuming
that the Offeror holds 100 per cent of the Shares in Musti).
About Musti
Musti is the leading Nordic pet care specialist operating in Finland, Sweden
and Norway and it employs over 1,500 employees. Musti serves Nordic customers
in all channels through store chains Musti ja Mirri, Musti, Arken Zoo and
Djurmagazinet, comprising a network totalling 342 stores (as per Musti's
financial statements release), and through online-first retail brands such as
Peten Koiratarvike and Vetzoo. Musti's mission is to make the life of pets and
their owners easier, safer and more fun throughout the whole lifespan of the
pet.
background and strategic rationale
The Consortium is assured of the stable market position of Musti in the Nordic
region and is impressed with Musti's leadership and employees, who have
successfully established the Company as the leading Nordic pet retailer and
solidified its position as a leader across the full pet retail offering. The
Consortium is particularly appreciative of Musti's own and exclusive product
offering and successful omnichannel strategy.
The Consortium intends to leverage Sonae's strong operating know-how,
experience of fostering successful retail businesses into leading positions in
their respective markets and a complementary network of relationships and
geographical outreach to further expand the operations of Musti. Moreover,
through Jeffrey David, Johan Dettel and David Rönnberg, the Consortium
possesses exceptional operational experience and know-how both in the pet care
sector as well as in the operations of Musti ensuring continuity with the core
values and culture of Musti, also forming the basis for their inclusion in the
Consortium by Sonae. Together with the management, employees and other
stakeholders of Musti, the Consortium would provide capital, support and
agility for further market share gains in the Nordics and foster Musti in its
next growth stage.
The completion of the Tender Offer is not expected to have any immediate
material effects on the operations, or the position of the management or
employees, of Musti. However, as is customary, the Offeror intends to change
the composition of the Board of Directors of Musti after the completion of the
Tender Offer.
the tender offer in brief
The Offeror and Musti have on 29 November 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 in the section "The
Combination Agreement".
The Consortium, the Offeror and Musti have undertaken to comply with the
Helsinki Takeover Code issued by the Finnish Securities Market Association (the
"Helsinki Takeover Code").
As at the date of this announcement, Musti has 33,535,453 issued shares, of
which 33,387,887 are outstanding Shares and 147,566 of which are held in
treasury.
As at the date of this announcement, Sonae holds 566,661 Shares, representing
1.7 per cent of the Shares and votes in Musti. As at the date of this
announcement, Jeffrey David holds 217,136 Shares, Johan Dettel holds 14,095
Shares and David Rönnberg holds 614,750 Shares, representing in aggregate
approximately 2.5 per cent of the Shares and votes in Musti. As at the date of
this announcement, the Offeror holds no Shares in Musti.
The Offeror, Sonae and Sonae Holdings, S.A., each respectively, reserve the
right to acquire Shares before, during and/or after the offer period (including
any extension thereof and any subsequent offer period) in public trading on
Nasdaq Helsinki or otherwise.
The Offer Price
The Offer Price is EUR 26.00 in cash for each Share validly tendered in the
Tender Offer, subject to any adjustments as set out below.
The Offer Price represents a premium of approximately:
-- 27.1
per cent
compared to EUR 20.46, i.e. the closing price of the Share on Nasdaq
Helsinki on 28 November 2023, the last trading day immediately preceding
the announcement of the Tender Offer;
-- 39.3
per cent
compared to EUR 18.66, i.e. the three-month volume-weighted average
trading price of the Share on Nasdaq Helsinki on the last trading day
immediately preceding the announcement of the Tender Offer;
-- 40.4
per cent
compared to EUR 18.51, i.e. the six-month volume-weighted average trading
price of the Share on Nasdaq Helsinki on the last trading day immediately
preceding the announcement of the Tender Offer; and
-- 49.5
per cent
compared to EUR 17.39, i.e. the twelve-month volume-weighted average
trading price of the Share on Nasdaq Helsinki on the last trading day
immediately preceding the announcement of the Tender Offer.
The Offer Price has been determined based on 33,387,887 issued and outstanding
Shares. Should the Company change the number of Shares that are issued and
outstanding on the date hereof as a result of a new share issue,
reclassification, stock split (including a reverse split) or any other similar
transaction with dilutive effect, including securities convertible into shares
or equity interests, or should the Company declare or 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 the first
settlement of the completion trades (whether after the expiry of the offer
period or any subsequent offer period), the Offer Price payable by the Offeror
shall be adjusted accordingly on a euro-for-euro basis.
The Offer Period
The offer period under the Tender Offer is expected to commence on or about 18
December 2023, and to end on or about 12 February 2024. The Offeror reserves
the right to extend the offer period from time to time in accordance with, and
subject to, the terms and conditions of the Tender Offer and applicable laws
and regulations, in order to satisfy the conditions to completion of the Tender
Offer, including, among others, the receipt of all necessary regulatory
approvals, permits, clearances, consents or other actions, including without
limitation approvals required under applicable foreign direct investment laws,
competition clearances (or, where applicable, the expiry of relevant waiting
periods) required under applicable competition laws or other regulatory laws in
any relevant jurisdiction for the completion of the Tender Offer. The Tender
Offer is currently expected to be completed during the first quarter of 2024.
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 15 December 2023.
Recommendation by the Board of Directors of Musti
The Board of Directors of Musti, represented by a quorum comprising the
non-conflicted members of the Board of Directors who are not members of the
Consortium, has unanimously decided to recommend that the shareholders of Musti
accept the Tender Offer. The Board of Directors will issue its statement on the
Tender Offer in accordance with the Finnish Securities Markets Act (746/2012,
as amended, the "Finnish Securities Markets Act") before the commencement of
the offer period and it will be appended to the Tender Offer Document. The
Board of Directors of Musti has received separate fairness opinions, dated 29
November 2023, by Advium Corporate Finance Ltd. and Carnegie Investment Bank AB
(publ), Finland Branch, to the effect that, as of the date of such fairness
opinions, the Offer Price to be paid to holders of Shares pursuant to the
Tender Offer, was fair, from a financial point of view, to such holders of
Shares, which the opinions were based upon and subject to the assumptions made,
procedures followed, matters considered and limitations and qualifications on
the reviews undertaken as more fully described in such opinions. The fairness
opinions of Advium Corporate Finance Ltd. and Carnegie Investment Bank AB
(publ), Finland Branch were provided for the use and benefit of the Board of
Directors of Musti and do not constitute a recommendation as to how any holders
of Shares should act in connection with the Tender Offer or any related matter.
The complete fairness opinions will be attached to the statement of the Board
of Directors of Musti.
Jeffrey David (Chair of the Board of Directors of Musti), Johan Dettel (a
member of the Board of Directors of Musti) and David Rönnberg (the Chief
Executive Officer of Musti) are parties of the Consortium and, thus, have not
participated in any consideration or decision-making of the implications of the
Tender Offer by the Board of Directors or in any decision-making concerning the
recommendation of the Board of Directors or the Combination Agreement.
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 satisfied 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 satisfaction 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 or held by
the Offeror (including the Shares to be contributed to the Offeror by the
Consortium members) at or prior to the date of the Offeror's announcement
of the final result of the Tender Offer, more than ninety (90) per cent of
the Shares and voting rights in the Company calculated on a fully diluted
basis and otherwise in accordance with Chapter 18, Section 1 of the Finnish
Companies Act;
2. the receipt of all necessary regulatory approvals, permits, clearances,
consents or other actions, including without limitation approvals required
under applicable foreign direct investment laws, competition clearances
(or, where applicable, the expiry of relevant waiting periods), required
under applicable competition laws or other regulatory laws in any relevant
jurisdiction for the completion of the Tender Offer, including without
limitation from the European Commission, and that any conditions set out in
such approvals, permits, clearances or consents are reasonably acceptable
to the Offeror in that they are not materially adverse to the Offeror or
any member of the Consortium in view of the Tender Offer (whether due to
requiring the disposal of any material asset or otherwise) and do not
constitute a material adverse change;
3. no fact or circumstance having arisen on or after the signing date of the
Combination Agreement that constitutes a material adverse change;
4. the Offeror not, on or after the signing date of the Combination Agreement,
having received information previously undisclosed to it that constitutes
or results in a material adverse change;
5. no legislation or other regulation having been issued and no court or
regulatory authority of competent jurisdiction having given an order or a
decision or issued any regulatory action that would wholly or in any
material part prevent or postpone the completion of, the Tender Offer;
6. the Board of Directors of Musti,
represented by a quorum comprising the non-conflicted members of the Board
of Directors,
having 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 remaining in full force and effect and not having 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
7. the Combination Agreement not having been terminated and remaining in full
force and effect.
The Conditions to Completion set out herein 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 (Takeover bids and mandatory bids), as
may be amended or re-enacted from time to time, issued by the Finnish Financial
Supervisory Authority, and the Helsinki Takeover Code. The Offeror reserves the
right on its own initiative (following good faith discussion with the Board of
Directors of the Company) to modify, amend or waive, to the extent permitted by
applicable law and regulation, any of the Conditions to Completion that have
not been satisfied, including with respect to the first Condition to
Completion, to consummate the Tender Offer at a lower acceptance level or
otherwise despite the non-fulfilment of some of the Conditions to Completion.
Moreover, the Offeror reserves the right to amend the terms and conditions,
including the Conditions to Completion, of the Tender Offer in accordance with
Chapter 11, Section 15 of the Finnish Securities Markets Act. If all Conditions
to Completion (as the same may have been modified or amended) have been
satisfied or the Offeror has waived the requirements for the satisfaction of
all or some of them no later than at the time of announcement of the final
results of the Tender Offer (excluding any subsequent offer period), the
Offeror will consummate the Tender Offer in accordance with its terms and
conditions after the date of the Offeror's announcement of the final result of
the Tender Offer by purchasing the Shares validly tendered in the Tender Offer
and paying the Offer Price to the holders of the Shares that have validly
accepted the Tender Offer.
Regulatory Approvals
The Offeror will, as soon as possible, make all submissions, notifications and
filings (and draft filings where customary or appropriate) necessary to obtain
all necessary regulatory approvals, permits, clearances, consents or other
actions, including without limitation approvals required under applicable
foreign direct investment laws, competition clearances, (or, where applicable,
the expiry of relevant waiting periods) required under applicable competition
laws or other regulatory laws in any relevant jurisdiction for the completion
of the Tender Offer, including an anti-trust approval by the European
Commission.
Based on currently available information, the Offeror expects to obtain such
necessary regulatory approvals, permits, clearances, consents and other actions
during the offer period. The Offeror will use its reasonable efforts to obtain
such regulatory approvals. However, the length and outcome of the competition
clearance and other regulatory approval processes is not within the control of
the Offeror, and there can be no assurances that clearance will be obtained
within the estimated timeframe, or at all.
Financing
The Offeror has received an equity commitment from Sonae, who in turn has
arranged adequate own equity as well as debt financing from Caixabank Group and
Banco Santander Totta to enable the Offeror to carry out the Tender Offer and
any subsequent compulsory redemption proceedings in accordance with Chapter 18
Section 1 of the Finnish Companies Act, and the possible payment of a
termination fee by the Offeror. The Offeror's obligation to complete the Tender
Offer is not conditional upon availability of financing (assuming that all the
Conditions to Completion are satisfied or waived by the Offeror). Sonae's
equity commitment to the Offeror, and Sonae's debt financing from Caixabank
Group and Banco Santander Totta to Sonae, have been committed on a customary
European "certain funds" basis and the debt financing's availability is subject
only to the following limited conditions: (i) no major event of default
relating to non-payment, breach of certain obligations or undertakings, major
misrepresentation, cross acceleration, certain insolvency proceedings (or
certain similar proceedings), unlawfulness or cessation of business, is
continuing or would result from drawdown; (ii) no event of illegality, certain
events of change of control or disposal of shares having occurred; and (iii)
the provision of certain customary documentary and commercial conditions
precedent each of which is satisfied or within the control of the Offeror or
members of the Consortium.
Future plans concerning the Shares
The Offeror intends to acquire all the Shares. If, as a result of the
completion of the Tender Offer, the Offeror's ownership has exceeded 90 per
cent of all the Shares and votes in Musti, when calculated together with any
Shares otherwise held by the Offeror (including the Shares to be contributed to
the Offeror by the Consortium members) prior to the date of the announcement of
the final result of the Tender Offer, the Offeror will commence as soon as
reasonably practicable compulsory redemption proceedings in accordance with the
Finnish Companies Act for all the Shares not purchased pursuant to the Tender
Offer. Thereafter, the Offeror will apply for the shares in Musti to be
delisted from Nasdaq Helsinki, as soon as permitted and reasonably practicable
under the applicable laws and regulations and the rules of Nasdaq Helsinki.
The Combination Agreement
The Combination Agreement between Musti and the Offeror sets forth the
principal terms under which the Offeror will make the Tender Offer.
Pursuant to the Combination Agreement, the Board of Directors of the Company
may, at any time prior to the completion of the Tender Offer, withdraw, modify,
amend, cancel, or change the recommendation, include conditions to or, subject
to applicable law, decide not to issue its recommendation for the shareholders
of the Company to accept the Offer or take actions contradictory to its earlier
recommendation but only if the Board of Directors of the Company considers in
good faith due to materially changed circumstances of which it was not aware of
on the date of the Combination Agreement, after taking advice from reputable
external legal advisor(s) and financial advisor(s), that on the basis of its
fiduciary duties towards the holders of the Shares under Finnish laws and
regulations (including the Helsinki Takeover Code) the acceptance of the Tender
Offer would no longer be in the best interest of the shareholders, and the
Board of Directors of the Company has (i) promptly notified the Offeror of it
contemplating such actions, (ii) in good faith provided the Offeror with a
reasonable opportunity, during not less than five (5) business days from the
date of informing the Offeror of it contemplating such actions, to negotiate
with the Board of Directors of the Company in respect of such actions, with a
view to improving the terms and conditions of the Tender Offer or to take other
actions to remedy the circumstances giving rise to such contemplated action
with respect to the recommendation, and (iii) taken such enhanced terms and
conditions of the Tender Offer, if any, into consideration when resolving upon
such contemplated actions with respect to the recommendation, including
conditions thereto or deciding not to issue the recommendation, or taking
actions contradictory to the earlier recommendation.
Withdrawing, modifying, amending, cancelling, changing or including conditions
to or deciding not to issue its recommendation or taking actions contradictory
to its earlier recommendation requires in case of a superior offer or a
competing offer that (i) the Board of Directors of the Company has notified the
Offeror with reasonably detailed information about the superior offer or the
competing offer, (ii) the Board of Directors of the Company has given the
Offeror a reasonable opportunity, during not less than five (5) business days
after having received all material information relating to a superior offer or
a competing offer, to agree with the Board of Directors of the Company on
improving the terms of the Tender Offer, and in case of a competing offer, that
(iii) the Company has informed the Offeror that the Board of Directors of the
Company has determined that such competing offer would, if announced,
constitute a superior offer, as and if applicable, and (iv) such competing
offer has been publicly announced such that it becomes a superior offer.
The Company shall, and shall cause its subsidiaries and its representatives to,
(i) not, directly or indirectly, actively solicit any inquiries or any proposal
or offer that constitutes, or would reasonably be expected to lead to, any
competing offer or otherwise harm or hinder the completion of the Tender Offer,
(ii) not to, upon receipt of a competing offer, directly or indirectly, promote
the progress of such competing offer, unless the Board of Directors of the
Company determines in good faith, after taking advice from reputable external
legal counsel(s) and financial advisor(s), that such measures are required in
order for the Board of Directors of the Company to comply with its fiduciary
duties (and only to the extent necessary for the fulfilment of the fiduciary
duties), and provided that the Company complies with certain procedures
relating to notifying and negotiating with the Offeror about matters arising
from such competing proposal.
The Combination Agreement further includes certain customary representations,
warranties and undertakings by both parties, such as conduct of Musti's and
each of its subsidiaries' business in the ordinary course of business until the
earlier of the date of the general meeting convened for the purpose of electing
new members to the Board of Directors of the Company nominated by the Offeror
or the termination of the Combination Agreement in accordance with its terms.
The Offeror and the Company have undertaken to use their reasonable efforts to
do, or cause to be done, all reasonably required actions and cooperate with the
other party in respect of certain actions required to consummate the Tender
Offer.
The Combination Agreement may be terminated by the Company or the Offeror in
certain circumstances, including, among others, (i) if the Tender Offer has not
been completed, has lapsed or has been withdrawn as a result of one or several
of the Conditions to Completion no longer being reasonably capable of being
satisfied (and not waived by the Offeror); (ii) if a final, non-appealable
injunction or other order issued by any court of competent jurisdiction or
other final, non-appealable legal restraint or prohibition preventing the
completion of the Tender Offer has taken effect after the date of the
Combination Agreement and continues to be in effect; or (iii) upon a material
breach of any warranty or undertaking given by the Company or the Offeror
(unless rectified). If the Combination Agreement is terminated due to certain
reasons specified in the Combination Agreement, the Offeror has agreed to pay
to the Company a reimbursement of the Company's out-of-pocket expenses and
costs up to the maximum amount of EUR 10 million. In addition, if the
Combination Agreement is terminated due to certain reasons specified in the
Combination Agreement, the Company has agreed to pay to the Offeror, a
reimbursement of the Offeror's out-of-pocket expenses and costs up to the
maximum amount of EUR 10 million.
Advisers
The Offeror and Sonae have appointed Goldman Sachs Bank Europe SE as their lead
financial adviser, Krogerus Attorneys Ltd as their lead legal adviser and Davis
Polk & Wardwell London LLP as U.S. counsel in connection with the Tender Offer.
The Offeror has appointed Nordea Bank Abp as its financial adviser and arranger
of the Tender Offer outside of the United States. Jeffrey David, Johan Dettel
and David Rönnberg have appointed White & Case LLP as their legal adviser in
connection with the Tender Offer. Musti has appointed Jefferies International
Limited as financial adviser and Roschier, Attorneys Ltd. as legal adviser and
Cravath, Swaine & Moore LLP as U.S. counsel in connection with the Tender
Offer. Hill and Knowlton Finland Oy acts as Musti's communications advisor in
the Tender Offer.
Investor and Media enquiries:
Musti Group Plc
Toni Rannikko
CFO
tel. +358 40 078 8812
Martin Svedholm
Director, Treasury and Investor Relations
tel. +358 50 579 0324, communications@mustigroup.com
The Consortium
Célia Sá Miranda
Legal Counsel, Sonae
tel. +351 937 842 253, ccmiranda@sonae.pt
Ricardo Rocha
Investor Relations, Sonae
tel. +351 939955142, rjfrocha@sonae.pt
IMPORTANT INFORMATION
THIS ANNOUNCEMENT 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 ANY OTHER JURISDICTION WHERE TO DO SO AND/OR IN
WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS
ANNOUNCEMENT 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 ANNOUNCEMENT 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 Musti in the United States
The Tender Offer will be made for the issued and outstanding Shares in Musti,
which is a public limited company incorporated and admitted to trading on a
regulated market in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer will be made to Musti shareholders in
the United States in compliance with the applicable U.S. tender offer rules
under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange
Act"), and otherwise in accordance with the requirements of Finnish law.
Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, the
Tender Offer timetable, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer law and
practice. The financial information included in this announcement or the Tender
Offer Document has not been prepared in accordance with U.S. GAAP, or derived
therefrom, and may therefore differ from, and not be comparable with, financial
information of U.S. companies.
The Offeror and its respective affiliates or brokers (acting as agents for the
Offeror or its affiliates, as applicable) may from time to time, and other than
pursuant to the Tender Offer, directly or indirectly, purchase, or arrange to
purchase outside the United States, Shares in Musti or any securities that are
convertible into, exchangeable for or exercisable for such Shares before or
during the period in which the Tender Offer remains open for acceptance, to the
extent permitted by, and in compliance with, Rule 14e-5 under the U.S. Exchange
Act. These purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. To the extent required in
Finland, any information about such purchases will be made public in Finland in
the manner required by Finnish law. 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 Musti of such information.
In addition, the financial advisers to the Offeror or their respective
affiliates may also engage in ordinary course trading activities in securities
of Musti, which may include purchases or arrangements to purchase such
securities.
Neither the U.S. Securities and Exchange Commission ("SEC") nor any U.S. state
securities commission has approved or disapproved of the Tender Offer, passed
upon the merits or fairness of the Tender Offer, or determined if this
announcement or the Tender Offer Document is accurate or complete.
The Tender Offer, if consummated, may have consequences under U.S. federal
income tax and applicable U.S. state and local, as well as non-U.S., tax laws
for Musti shareholders. Each Musti shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of the Tender
Offer.
It may not be possible for Musti shareholders in the United States to effect
service of process within the United States upon Musti, the Offeror, Sonae
Holdings, S.A. or any other member of the Consortium, or their respective
officers or directors, some or all of which may reside outside the United
States, or to enforce against any of them judgments of the United States courts
predicated upon the civil liability provisions of the federal securities laws
of the United States or other U.S. law. It may not be possible to bring an
action against Musti, the Offeror, Sonae Holdings, S.A., any other member of
the Consortium or their respective officers or directors (as applicable), in a
non-U.S. court for violations of U.S. law, including the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgement. In addition, it may be
difficult to enforce in Finland or Portugal original actions, or actions for
the enforcement of judgments of U.S. courts, based on the civil liability
provisions of the U.S. federal securities laws.
Forward-looking statements
This announcement 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 announcement.
Disclaimer
Goldman Sachs Bank Europe SE, which is authorised and supervised by the
European Central Bank and the Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht), is acting for Sonae and the
Offeror and no one else in connection with the Offer and will not be
responsible to anyone other than Sonae and the Offeror for providing the
protections afforded to clients of Goldman Sachs Bank Europe SE, or for giving
advice in connection with the Offer or any matter referred to herein. Neither
Goldman Sachs Bank Europe SE nor its affiliates, nor their respective partners,
directors, officers, employees or agents are responsible to anyone other than
Sonae and the Offeror for providing the protections afforded to clients of
Goldman Sachs Bank Europe SE or for providing advice in connection with the
matters referred to in this announcement.
Nordea Bank Abp ("Nordea"), which is supervised by the European Central Bank
and the FIN-FSA, is acting as financial adviser to the Offeror and arranger of
the Tender Offer outside the United States. Nordea is only acting for the
Offeror 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, nor for providing advice in relation to the
Tender Offer. For the avoidance of doubt, Nordea 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 of America (whether on a reverse inquiry basis or otherwise).
Jefferies GmbH, which is authorised and regulated in Germany by the
Bundesanstalt für Finanzdienstleistungsaufsicht, and Jefferies International
Limited, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, are acting exclusively for Musti and no one else
in connection with the Tender Offer, and will not regard any other person
(whether or not a recipient of this document) as their respective clients in
relation to the Tender Offer and will not be responsible to anyone other than
Musti for providing the protections afforded to their respective clients, nor
for providing advice in relation to the Tender Offer or any transaction,
matter, or arrangement referred to in this announcement to be published in
connection with the Tender Offer.
Neither Jefferies GmbH nor Jefferies International Limited or any of their
respective affiliates and/or any of their or their affiliates' directors,
officers, employees, advisers and/or agents accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to, the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) and/or any other information relating to Musti and/or its
associated companies or the Tender Offer, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available, or for any
loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith.
[1] Source: Bloomberg.© 2023 GlobeNewswire
