Project Grand Bidco (UK) Limited commences the voluntary recommended public
cash tender offer for all the shares in Purmo Group Plc on May 17, 2024
PROJECT GRAND BIDCO (UK) LIMITED Stock Exchange Release
May 16, 2024 at 6:30 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 OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION
ENTITLED "IMPORTANT INFORMATION" BELOW.
Project Grand Bidco (UK) Limited commences the voluntary recommended public
cash tender offer for all the shares in Purmo Group Plc on May 17, 2024
As announced on April 26, 2024, certain affiliated funds (the "Apollo Funds")
of Apollo Global Management, Inc. and its subsidiaries, (together, "Apollo")
and Rettig Oy Ab ("Rettig") form a consortium (the "Consortium") for the
purposes of the voluntary recommended public cash tender offer for all of the
issued and outstanding class C shares in Purmo Group Plc (the "Company" or
"Purmo") that are not held by Purmo or any of its subsidiaries (the "C Shares"
or, individually, a "C Share") and all of the issued and outstanding class F
shares in Purmo that are not held by Purmo or any of its subsidiaries (the "F
Shares" or, individually, an "F Share", and together with the C Shares, the
"Shares" or, individually, a "Share") (the "Tender Offer") made by Project
Grand Bidco (UK) Limited (the "Offeror"), a special purpose vehicle
incorporated and existing under the laws of England and Wales. The Offeror and
Purmo have on April 26, 2024 entered into a combination agreement (the
"Combination Agreement") pursuant to which the Offeror will make the Tender
Offer.
The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the tender offer document relating to the Tender Offer (the
"Tender Offer Document"). The offer period for the Tender Offer will commence
on May 17, 2024, at 9:30 a.m. (Finnish time) and expire on June 20, 2024, at
4:00 p.m. (Finnish time), unless the offer period is extended as described in
the terms and conditions of the Tender Offer (the "Offer Period"). The Tender
Offer is currently expected to be completed at the end of the second quarter or
in the beginning of the third quarter of 2024. The Offeror may extend the Offer
Period in accordance with, and subject to, the terms and conditions of the
Tender Offer and applicable laws and regulations, to the extent necessary in
order to satisfy the conditions to completion of the Tender Offer, including,
among others, the receipt of the relevant regulatory approvals. Any possible
extension of the Offer Period will be announced by a stock exchange release.
The Finnish language version of the Tender Offer Document will be available on
the internet at https://purmogroup.tenderoffer.fi/ and
www.nordea.fi/purmo-ostotarjous as of May 16, 2024. The English language
translation of the Tender Offer Document will be available on the internet at
https://purmogroup.tenderoffer.fi/en and www.nordea.fi/purmo-offer as of May
16, 2024.
The price offered for each C Share and each F Share eligible for conversion
into C Shares in accordance with the articles of association of the Company
validly tendered in the Tender Offer is EUR 9.91 in cash (the "C Share Offer
Price") and the price offered for each F Share ineligible for conversion into C
Shares validly tendered in the Tender Offer is EUR 6.00 in cash (the "F Share
Offer Price", and together with the C Share Offer Price, the "Offer Prices").
The C Share Offer Price has been determined based on 41,112,713 issued and
outstanding C Shares as well as 293,478 issued and outstanding F Shares
eligible for conversion into C Shares, and the F Share Offer Price based on
1,271,739 issued and outstanding F Shares ineligible for conversion into C
Shares. Should the Company change the number of its Shares as a result of a new
issue, reclassification, stock split or any other similar measure ("Dilutive
Measure"), or should the Company distribute any dividends 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 any of the settlements of
the completion trades, the Offer Prices shall be reduced accordingly to account
for such distribution or Dilutive Measure as set out in the terms and
conditions of the Tender Offer enclosed in their entirety to this stock
exchange release. Any reduction on account of a distribution of funds or assets
on the C Shares or F Shares shall be applied in respect of the C Share Offer
Price on a euro-for-euro basis for the distribution made for each share class,
and any reduction on account of a Dilutive Measure shall be applied
proportionally among the Offer Prices.
The Board of Directors of Purmo, represented by a quorum comprising the
non-conflicted members of the Board of Directors, has unanimously decided to
recommend in its statement issued pursuant to the Finnish Securities Markets
Act (746/2012, as amended) and the Helsinki Takeover Code issued by the Finnish
Securities Market Association (the "Helsinki Takeover Code") that the
shareholders of Purmo accept the Tender Offer. The Board of Directors of Purmo
received a fairness opinion, dated April 26, 2024, from Purmo's exclusive
financial adviser, Danske Bank A/S, Finland Branch, to the effect that, as of
the date of such fairness opinion, the C Share Offer Price to be paid to
holders of C Shares (other than those held by Rettig) pursuant to the Tender
Offer, was fair from a financial point of view, to such holders, which fairness
opinion was based upon and subject to the assumptions made, procedures
followed, matters considered and limitations and qualifications on the review
undertaken as more fully described in such fairness opinion. The complete
fairness opinion is attached as Appendix 1 to the statement by the Board of
Directors of Purmo, issued on May 10, 2024, and attached as Annex C to the
Tender Offer Document.
Certain shareholders of Purmo, i.e., Rettig, Virala Corporation, Ahlström
Invest B.V., Svenska Litteratursällskapet i Finland r.f., Föreningen
Konstsamfundet r.f., Turret Oy Ab, Oy Julius Tallberg Ab, Oy G.W. Sohlberg Ab,
Oy Hammarén & Co Ab, Aipa Invesco AB, Chilla Capital S.A., Binx Management Ab,
Belgrano Inversiones Oy, Varma Mutual Pension Insurance Company, Fennia Mutual
Insurance Company, Merimieseläkekassa (Seafarers' Pension Fund), Tannergård
Invest AB, John Peter Leesi, CEO of the Company, Jan-Elof Cavander, CFO of the
Company, Erik Hedin, COO of the Company, Linda Currie, Chief People Officer of
the Company, Mike Conlon, President, Climate Solutions Division of the Company
and Barry Lynch, President, Climate Products & Systems Division of the Company,
together representing approximately 90.34 per cent of all the Shares, have
irrevocably undertaken to accept the Tender Offer or otherwise sell their
Shares to the Offeror in connection with the completion thereof, subject to
certain customary conditions.
The completion of the Tender Offer is, in accordance with the terms and
conditions of the Tender Offer, subject to the fulfilment or waiver by the
Offeror of certain customary conditions on or by the date of the Offeror's
announcement of the final result of the Tender Offer. These include, among
others, the receipt of necessary regulatory approvals as specified in the
Combination Agreement and that the Tender Offer has been validly accepted with
respect to Shares representing, together with any Shares otherwise held by the
Offeror prior to the date of the announcement of the final result of the Tender
Offer, more than 90 per cent of the Shares and voting rights of the Company
calculated in accordance with Chapter 18, Section 1 of the Finnish Companies
Act (624/2006, as amended) governing the right and obligation to commence
compulsory redemption proceedings.
Most Finnish account operators are expected to send a notice regarding the
Tender Offer and related instructions to those who are registered as
shareholders in the shareholders' register of Purmo maintained by Euroclear
Finland. Shareholders of Purmo who do not receive such instructions from their
account operator or asset manager should first contact their account operator
or asset manager and can subsequently contact Nordea Bank Abp ("Nordea") by
sending an email to tender.offers@nordea.com, where such shareholders of Purmo
can receive information on submitting their acceptance of the Tender Offer.
Please note, however, that Nordea will not be engaging in communications
relating to the Tender Offer with shareholders located within the United
States. Shareholders who are located within the United States may contact their
brokers for necessary information.
Those shareholders of Purmo whose Shares are nominee-registered, and who wish
to accept the Tender Offer, must effect such acceptance in accordance with the
instructions given by the custodian of the nominee-registered shareholders. The
Offeror will not send an acceptance form or any other documents related to the
Tender Offer to these shareholders of Purmo.
A shareholder of Purmo who is registered as a shareholder in the shareholders'
register of Purmo and who wishes to accept the Tender Offer must submit the
properly completed and duly executed acceptance form to the account operator
managing the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. The Offeror reserves the right to
reject or approve, in its sole discretion, any acceptances that have been
submitted in an incorrect or incomplete manner.
The Offeror will announce the preliminary result of the Tender Offer on or
about the first (1st) Finnish banking day following the expiration of the Offer
Period (including any extended or discontinued extended Offer Period). In
connection with the announcement of such preliminary result, it will be
announced whether the Tender Offer will be completed subject to the conditions
to completion of the Tender Offer being fulfilled or waived on the date of the
final result announcement and whether the Offer Period will be extended. The
final result of the Tender Offer will be announced on or about the third (3rd)
Finnish banking day following the expiration of the Offer Period (including any
extended or discontinued extended Offer Period) at the latest. In connection
with the announcement of the final result, the percentage of the Shares that
have been validly tendered and accepted in the Tender Offer, and that have not
been validly withdrawn, as well as whether the Tender Offer will be completed,
will be confirmed.
The Offeror reserves the right to acquire C Shares during and/or after the
Offer Period (including any extension thereof) and any subsequent offer period
in public trading on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") or otherwise
outside the Tender Offer.
The terms and conditions of the Tender Offer are enclosed in their entirety to
this stock exchange release (Appendix 1).
Advium Corporate Finance Ltd., Jefferies International Limited, Nordea Bank Abp
and RBC Europe Limited act as the financial advisers to the Offeror in
connection with the Tender Offer. Nordea Bank Abp acts as the arranger outside
of the United States in connection with the Tender Offer. Sidley Austin LLP,
Roschier, Attorneys Ltd. and Avance Attorneys Ltd act as the legal advisers to
the Offeror in connection with the Tender Offer. Miltton Ltd acts as the
communication adviser to the Offeror in connection with the Tender Offer.
Danske Bank A/S, Finland Branch acts as the exclusive financial adviser and
Castrén & Snellman Attorneys Ltd acts as the legal adviser to Purmo in
connection with the Tender Offer.
Investor and Media enquiries:
Apollo, Rettig
Taru Taipale
Tel. +358 50 470 6235
taru.taipale@miltton.com
Purmo Group
Katariina Kataja
Head of Investor Relations
Tel. +358 40 527 1427
katariina.kataja@purmogroup.com
For further information, please visit the dedicated website at:
https://purmogroup.tenderoffer.fi/en
Distribution:
Nasdaq Helsinki Ltd
Principal media
investors.purmogroup.com
ABOUT THE CONSORTIUM
Apollo Funds and Rettig form the Consortium for the purposes of the Tender
Offer. As at the date of this announcement, the Offeror is indirectly owned by
Project Grand Topco (UK) Limited, which is a private limited company
incorporated under the laws of England and Wales. Project Grand Topco (UK)
Limited was incorporated to be the holding company in the acquisition structure
and is currently indirectly owned by Apollo Funds. It is expected that
immediately prior to the completion of the Tender Offer and the cash
investments to be made by the Consortium members, Apollo Funds will own 80.00
per cent and Rettig, through its subsidiary Rettig Investment AB, 20.00 per
cent of the shares in Project Grand Topco (UK) Limited.
ABOUT PURMO
Purmo is a public limited liability company incorporated under the laws of
Finland with its C Shares listed on the official list of Nasdaq Helsinki. Purmo
is at the centre of the global sustainability journey by offering full
solutions and sustainable ways of heating and cooling homes to mitigate global
warming. Purmo provides complete heating and cooling solutions to residential
and non-residential buildings, including underfloor heating and cooling
systems, a broad range of radiators, heat pumps, flow control and hydronic
distribution systems, as well as smart products. Purmo's mission is to be the
global leader in sustainable indoor climate comfort solutions. Purmo's
approximately 3,090 employees operate in 23 countries, manufacturing and
distributing top-quality products and solutions to its over 100,000 customers
in more than 100 countries. Purmo's shares are listed on Nasdaq Helsinki with
the ticker symbol PURMO. More information: www.purmogroup.com.
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 OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER 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 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
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Information for shareholders of Purmo in the United States
Shareholders of Purmo in the United States are advised that the Shares are not
listed on a U.S. securities exchange and that Purmo 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 being made for the issued and outstanding shares of Purmo,
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(d) under the Exchange 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 announcement 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 Purmo's shareholders resident in the United States on the same terms and
conditions as those made to all other shareholders of Purmo 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 Purmo's other shareholders.
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 Purmo of such information. In addition, the
financial advisers to the Offeror may also engage in ordinary course trading
activities in securities of Purmo, 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, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer. Any representation to the contrary
is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares 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.
To the extent the Tender 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 Purmo's shareholders to
enforce their rights and any claims they may have arising under the U.S.
federal securities laws, since the Offeror and Purmo 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. Purmo shareholders may not be able to sue
the Offeror or Purmo 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 Purmo and 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
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 release 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.
Danske Bank A/S is authorized 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 financial adviser
to Purmo 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
Purmo 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 Tender Offer
Jefferies International Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
the Offeror and no one else in connection with the Tender Offer or other
matters referred to in this document, and will not be responsible to anyone
other than the Offeror for providing the protections afforded to clients of
Jefferies International Limited nor for providing advice in relation to any
matter referred to in this document. Neither Jefferies nor any of its
affiliates 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 International Limited
in connection with this document or any statement contained herein or
otherwise.
Nordea Bank Abp, 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. 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.
RBC Capital Markets ("RBC") is the business name used by Royal Bank of Canada
and its subsidiaries including, RBC Capital Markets (Europe) GmbH which is
authorised and regulated in Germany by the Bundesanstalt für
Finanzdienstleistungsaufsicht (German Federal Financial Supervisory Authority),
and RBC Europe Limited, which is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority and the PRA. RBC is acting solely 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 RBC,
nor for providing advice in relation to the Tender Offer or in connection with
any other matter referred to in connection with the Tender Offer.
Appendix 1: Terms and conditions of the Tender Offer
Attachment:
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