NFB Pärnu Holdings OÜ (a company registered in Estonia with registry code
16786289, "Offeror") announces its intention to make a voluntary takeover offer
to acquire all shares ("Shares") of Nordic Fibreboard AS ("NFB") not held by
the Offeror ("Offer").
The purpose of the intended Offer is to gain dominant influence over NFB by the
Offeror. The Offeror does not intend to apply for takeover of the remaining
shares either according to § 1821 of the Estonian Securities Market Act or
provisions of chapter 291 of the Estonian Commercial Code. Furthermore, the
Offeror does not intend to terminate the trading with the shares of NFB at the
Baltic Secondary List of Nasdaq Tallinn Stock Exchange.
The intended Offer relates to all Shares of NFB that are not held by the
Offeror, the 100% (direct and indirect) owner of the Offeror Joakim Johan
Helenius or Shares held by Pärnu Holdings OÜ with respect to which, based on a
shareholder agreement, Joakim Johan Helenius holds sole decision-making powers.
The Offer takes place as a voluntary takeover offer and the Offeror is not
obliged to conduct the Offer under § 166 of the Estonian Securities Market Act.
The terms of the Offer and its acceptance (including the purchase price of the
Shares) shall be determined in the takeover prospectus ("Prospectus") and Offer
notice to be published by the Offeror. In accordance with applicable law the
Offeror shall submit the Prospectus and the Offer notice to the Estonian
Financial Supervision and Resolution Authority ("EFSA") for approval. The
prospectus and Offer notice shall be published at a date determined by EFSA
after their approval.
This notice does not constitute, or form part of, any offer, invitation or
solicitation by any party to sell or purchase any securities in any
jurisdiction.
The Offer shall be made in accordance with the laws of the Republic of Estonia
and will not be subject to any review or approval by any foreign regulatory
authority. The Offer will not be made to persons whose participation in the
Offer requires an additional offer document to be prepared, a registration
effected or that any other measures would be taken in addition to those
required under the laws of the Republic of Estonia. In the event of any
inconsistency between the contents of the Prospectus and any other document or
release, the provisions of the Prospectus in the Estonian language shall
prevail.
This notice is not for release or distribution, directly or indirectly, in or
into any jurisdiction where to do so would be unlawful or to persons or
jurisdictions who are subject to financial sanctions imposed by competent
authorities. Persons receiving this document or any other related documents
(including custodians, nominees and trustees) must observe these restrictions
and must not send or distribute this document in or into the relevant
jurisdictions or to relevant persons.
Neither this document nor any other information supplied in connection with the
Offer should be considered as a recommendation by either Offeror or by any
other person to any recipient of this document (including any other information
supplied in connection with the Offer) to sell any NFB Shares. Each person who
contemplates selling any Shares should make its own independent investigation
of the financial condition and affairs of NFB and its subsidiaries, and its own
appraisal of the Offer.
Unless otherwise specified in this notice, all information contained in this
notice is presented as at the date of this notice.© 2024 GlobeNewswire
