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.
Preliminary result of Flybird Holding's public tender offer to the shareholders
of Musti; the minimum acceptance condition will be waived subject to a final
acceptance level of at least 40 per cent
Flybird Holding Oy Inside information 16 February 2024
at 20:00 EET
As previously announced, Flybird Holding Oy (the "Offeror"), a company owned by
a consortium comprising Sonae Holdings, S.A. (a subsidiary wholly-owned and
controlled by Sonae - SGPS, S.A. ("Sonae")), Jeffrey David, Johan Dettel and
David Rönnberg (the "Consortium"), and Musti Group Plc (the "Company" or
"Musti"), have entered into a combination agreement on 29 November 2023 (as
amended, the "Combination Agreement"), pursuant to which the Offeror has
announced a recommended voluntary public tender offer to acquire all of the
issued and outstanding shares in Musti that are not held by Musti or any of its
subsidiaries (the "Shares" or, individually, a "Share") (the "Tender Offer").
The Offeror has published a tender offer document, dated 15 December 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 18 December 2023, at 9:30 (Finnish time) and expired on 15
February 2024, at 16:00 (Finnish time).
According to the terms and conditions of the Tender Offer, the completion of
the Tender Offer is subject to, among other things, the fulfilment or waiver by
the Offeror of the condition that 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 result
announcement date, 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 (624/2006,
as amended, the "Finnish Companies Act") (the "Minimum Acceptance Condition").
Based on the preliminary result of the Tender Offer, the 11,598,856 Shares
validly tendered and not validly withdrawn in the Tender Offer represent
approximately 34.74 per cent of all the Shares and voting rights and, together
with the 2,846,029 Shares otherwise acquired or held by the Offeror (including
the Shares to be contributed to the Offeror by the Consortium members),
represent approximately 42.96 per cent of all 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.
Based on the preliminary result, the Offeror has decided that it will waive the
Minimum Acceptance Condition, complete the Tender Offer in accordance with its
terms and conditions and commence a subsequent offer period, provided that the
final result of the Tender Offer confirms that the Tender Offer has been
validly accepted and not validly withdrawn with respect to Shares representing,
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, on a fully diluted
basis, more than forty (40) per cent of the Shares and voting rights in the
Company as calculated in accordance with Chapter 18, Section 1 of the Finnish
Companies Act.
The Offeror will confirm and announce the final result of the Tender Offer on
or about 20 February 2024. Provided that the final result of the Tender Offer
confirms that the Shares validly tendered and not validly withdrawn in the
Tender Offer represent, 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), more than forty (40) per cent of all 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, and all
other conditions to completion of the Tender Offer, as set forth in the terms
and conditions of the Tender Offer, have been satisfied or waived on the date
of the final result announcement, the Offeror will declare the Tender Offer
unconditional, complete the Tender Offer in accordance with its terms and
conditions and commence a subsequent offer period.
Provided that the Tender Offer will be completed, the offer price will be paid
on or about 5 March 2024, to each shareholder of Musti who has validly
accepted, and not validly withdrawn, the Tender Offer in accordance with the
terms and conditions of the Tender Offer. The offer price will be paid in
accordance with the payment procedures described in the terms and conditions of
the Tender Offer. The actual time of receipt of the payment of the offer price
will depend on the schedules of money transactions between financial
institutions.
In the event of a subsequent offer period, the Offeror will in connection with
the announcement thereof announce the terms of payment and settlement for the
Shares tendered during the subsequent offer period. The completion trades with
respect to Shares validly tendered and accepted in accordance with the terms
and conditions of the Tender Offer during the subsequent offer period will,
however, be executed within not more than two (2) week intervals.
Information about the Tender Offer is made available at
flybird-tenderoffer.com, mustigroup.com/flybird-tender-offer and
nordea.fi/musti-offer.
Investor and Media enquiries:
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
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
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 companies such as MC, Worten, NOS, Sierra, Bright Pixel,
Zeitreel and Universo.
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.
About Musti
Musti is the leading Nordic pet care specialist operating in Finland, Sweden
and Norway and it employs over 1,700 employees. Musti serves Nordic customers
in all channels through store chains Musti ja Mirri, Musti, Arken Zoo and
Djurmagazinet, comprising a network totalling 348 stores (as per Musti's
interim report Q1/2024), 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.
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 ANY OTHER JURISDICTION WHERE TO DO
SO AND/OR IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE 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
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 A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF,
OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE
TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN
COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
STOCK EXCHANGE RELEASE 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 is being 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 stock exchange release 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.
In accordance with the laws of Finland, 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 immediately 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, subject to
the applicable laws of Finland and applicable U.S. securities laws, including
Rule 14e-5 under the U.S. Exchange Act, 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 stock
exchange release or the Tender Offer Document is accurate or complete. Any
representation to the contrary is a criminal offense in the United States.
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.
Disclaimer
Goldman Sachs Bank Europe SE ("Goldman Sachs"), 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 Tender Offer, and
will not regard any other person (whether or not a recipient of this stock
exchange release) as its client in relation to the Tender Offer and will not be
responsible to anyone other than Sonae and the Offeror for providing the
protections afforded to clients of Goldman Sachs, or for giving advice in
connection with the Tender Offer or any transaction, matter, or arrangement
referred to in the Tender Offer Document published in connection with the
Tender Offer. Neither Goldman Sachs nor any of its affiliates, nor any of their
respective partners, directors, officers, employees, agents or representatives,
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Goldman Sachs in connection with the
matters referred to in this stock exchange release.
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 ("Jefferies"), which is authorised and regulated in Germany by
the Bundesanstalt für Finanzdienstleistungsaufsicht, is 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 stock exchange release) 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 the Tender
Offer Document to be published in connection with the Tender Offer. Neither
Jefferies nor any of its affiliates, nor any of its or their respective
directors, officers, employees, agents or representatives, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Jefferies in connection with the matters referred to in this
stock exchange release.
Attachment:
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