Inside information: Project Grand Bidco (UK) Limited improves offer prices and
lowers the acceptance threshold of its tender offer; Purmo board maintains its
recommendation
PROJECT GRAND BIDCO (UK) LIMITED Stock Exchange Release June
14, 2024 at 5:30 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 OR INTO ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE
SECTION ENTITLED "IMPORTANT INFORMATION" BELOW.
Inside information: Project Grand Bidco (UK) Limited improves offer prices and
lowers the acceptance threshold of its tender offer; Purmo board maintains its
recommendation
Project Grand Bidco (UK) Limited (the "Offeror"), a special purpose vehicle
incorporated and existing under the laws of England and Wales, that will be
indirectly owned by a consortium formed for purposes of the Tender Offer (as
defined below) of certain affiliated funds (the "Apollo Funds") of Apollo
Global Management, Inc. and its subsidiaries (together, "Apollo") and Rettig Oy
Ab ("Rettig", and together with the Apollo Funds, the "Consortium"), announced
on April 26, 2024, a 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"). The Offeror has
published a tender offer document, dated May 16, 2024, concerning the Tender
Offer and a supplement to the tender offer document, dated May 31, 2024 (the
tender offer document, as supplemented from time to time, the "Tender Offer
Document").
The Offeror has today proposed to the Board of Directors of Purmo, represented
by a quorum comprising the non-conflicted members of the Board of Directors,
certain amendments to the terms and conditions of the Tender Offer. As a
consequence, the Offeror and Purmo have today entered into an addendum to the
combination agreement initially entered into by the Offeror and Purmo on April
26, 2024 (as amended, the "Combination Agreement"), according to which the
Offeror has, among other things, agreed to improve the offer prices for each
Share validly tendered in the Tender Offer and to lower the acceptance
threshold in the Tender Offer (the "Improved Tender Offer"). The Improved
Tender Offer aims to create an independent European sustainable indoor climate
comfort solutions champion with management and its employees supporting the
EU's Green Deal objectives. These objectives are exemplified among other things
by the Net-Zero Industry Act, which aims to scale up the manufacturing of clean
technologies in the EU, boost the competitiveness of EU industry, create
quality jobs, and support the EU's efforts to become energy independent. The
Improved Tender Offer has a high degree of deal certainty with a timeline
capable of being completed in July 2024.
KEY HIGHLIGHTS AND SUMMARY OF THE IMPROVED TENDER OFFER
-- The holders of C Shares, and F Shares that are eligible for conversion into
C Shares in accordance with the articles of association of the Company,
will be offered a cash consideration of EUR 11.15 for each such C Share or
F Share validly tendered in the Improved Tender Offer (the "Improved C
Share Offer Price") and the holders of F Shares that are ineligible for
conversion into C Shares, will be offered a cash consideration of EUR 6.75
for each such F Share validly tendered in the Improved Tender Offer (the
"Improved F Share Offer Price", and together with the Improved C Share
Offer Price, the "Improved Offer Prices").
-- The Offeror has decided to lower the minimum acceptance threshold of the
Improved Tender Offer from more than 90 percent to more than 80 percent of
all Shares.
-- The Offeror will supplement the Tender Offer Document with detailed
information on the terms and conditions of the Improved Tender Offer as
soon as practically possible and will publish the supplement following its
approval by the Finnish Financial Supervisory Authority.
-- As announced on June 13, 2024, the Offeror has extended the offer period of
the Tender Offer to expire on July 15, 2024, at 4:00 p.m. (Finnish time),
unless the offer period is extended further or any extended offer period is
discontinued in accordance with the terms and conditions of the Tender
Offer.
-- The Offeror believes that the recommended Improved Tender Offer holds
significant advantages, particularly in terms of pricing, transaction
certainty and timeline, compared to the non-binding preliminary indication
of interest (the "Indication of Interest") received by the Company from
Haier Smart Home Co., Ltd. ("Haier") referenced in the Company's stock
exchange release published on May 30, 2024.
According to the Indication of Interest, launching of a binding offer by
Haier is subject to a number of conditions, including conducting a due
diligence investigation, recommendation of the offer by the Board of
Directors of the Company and other customary conditions. If announced, the
completion of any such offer would in turn be subject to further
conditions, including approval by shareholders holding at least 90 percent
of the shares of the Company and receipt of all necessary regulatory
approvals
, a
ccording to the Indication of Interest.
-- The Improved C Share Offer Price represents a premium of approximately 1.4
percent compared to the cash consideration of EUR 11.00 of the Indication
of Interest for the holders of C Shares and F Shares that are eligible for
conversion into C Shares. The
Improved F Share Offer Price represents a premium of approximately 1.4
percent compared to the cash consideration of EUR 6.66 of the Indication of
Interest for the holders of F Shares that are ineligible for conversion
into C Shares.
-- Purmo's largest shareholder, Rettig, has renewed its irrevocable
undertaking,
subject to certain amended termination rights which are described below,
to sell all its C Shares, which represent approximately 61.8 percent of all
Shares in the Company,
to the Offeror for a cash consideration of EUR 10.62 for each such C Share
in connection with, and subject to the completion of, the Improved Tender
Offer.
-- Virala Oy Ab, Ahlström Invest B.V., Belgrano Inversiones Oy, Chilla Capital
S.A., and Oy G.W. Sohlberg Ab have renewed their irrevocable undertakings
to accept the Improved Tender Offer
subject to certain amended termination rights which are described below.
These irrevocable undertakings represent in aggregate approximately 15.5
percent of all C Shares,100 percent of all F Shares and 18.6 percent of all
Shares in Purmo. In aggregate, Rettig's renewed undertaking, and the
renewed irrevocable undertakings received for the C Shares in connection
with the Improved Tender Offer represent approximately 79.6 percent of all
C Shares in the Company, and 80.4 percent of all Shares in the Company.
-- In addition, the other irrevocable undertakings referenced in the Tender
Offer Document, representing in aggregate approximately 10.4 percent of all
C Shares in Purmo, remain in force in accordance with their terms.
-- In total, Rettig's undertaking, and all the irrevocable undertakings
represent approximately 90.34 percent of all Shares in the Company.
-- The Board of Directors of Purmo, represented by a quorum comprising the
non-conflicted members of the Board of Directors, maintains its
recommendation that the shareholders of Purmo accept the Tender Offer on
the improved terms announced today and intends to update its statement
issued on May 10, 2024 to reflect the Improved Tender Offer in accordance
with the Finnish Securities Markets Act (746/2012, as amended, the "Finnish
Securities Markets Act").
Waleed Elgohary, Apollo Partner, comments on the Improved Tender Offer:
"The management team and the employees at Purmo Group have built an impressive
business that we believe can play an important role in the clean transition and
reach its full potential under a period of private ownership and strategic
sponsorship from the Consortium. Apollo, together with Rettig, believes Purmo
Group can become one of Europe's leading independent providers of sustainable
indoor climate comfort solutions, supporting the decarbonization of the built
environment in Europe through material emissions reductions and energy
savings."
Matts Rosenberg, CEO, Rettig Oy Ab, comments on the Improved Tender Offer:
"In its current setting, Purmo's capacity to grow and transform has been
restrained, and we see it as a unique opportunity to be able to partner with
the highly experienced and professional team at Apollo to bring the required
resources and ambition to accelerate Purmo's growth and clean transition
journey, benefitting both the Company and its employees. We at Rettig firmly
believe that the Improved Tender Offer represents an attractive opportunity for
both Purmo and all of its shareholders."
Jyri Luomakoski, Chair of the Independent Ad Hoc Committee of the Board, Purmo
Group:
"The independent members of the Board of Directors of Purmo Group have assessed
the newly received Improved Tender Offer and compared it to the earlier
received Indication of Interest from Haier from the perspective of the Company
and its shareholders. As a result of our assessment, we have concluded that
entering into an addendum to the Combination Agreement that reflects the terms
of the Improved Tender Offer is in the best interests of the shareholders of
Purmo Group. We note that shareholders representing a total of approximately
79.6 percent of all C Shares in the Company have renewed their undertakings to
accept the Tender Offer, subject to certain amended termination rights in
respect of said undertakings, and that further irrevocable undertakings
representing in aggregate approximately 10.4 percent of all C Shares in the
Company remain in force in accordance with their prior terms."
THE IMPROVED TENDER OFFER IN BRIEF
The Offeror and Purmo have today entered into an addendum to the Combination
Agreement, according to which the Offeror has, among other things, agreed to
lower the acceptance threshold of the Tender Offer and to improve the offer
prices for each Share validly tendered in the Tender Offer, subject to any
adjustments as set out in the section "The Offer Price" below. The Improved
Tender Offer aims to create an independent European sustainable indoor climate
comfort solutions champion with management and its employees supporting the
EU's Green Deal objectives, exemplified among other things by the Net-Zero
Industry Act. The Improved Tender Offer has a high degree of deal certainty
with a timeline capable of being completed in July 2024.
The Offer Price
The Improved C Share Offer Price is EUR 11.15 in cash for each C Share and each
F Share eligible for conversion into C Share validly tendered in the Improved
Tender Offer, subject to any adjustments as set out below.
The Improved F Share Offer Price is EUR 6.75 in cash for each F Share
ineligible for conversion into C Share validly tendered in the Improved Tender
Offer, subject to any adjustments as set out below.
In addition, in connection with, and subject to the completion of, the Improved
Tender Offer, Rettig has undertaken to sell all its C Shares to the Offeror for
a cash consideration of EUR 10.62 for each such C Share, subject to any
adjustments as set out below.
The Improved C Share Offer Price represents a premium of approximately 48.7
percent compared to the closing price (EUR 7.50) of the C Share on Nasdaq
Helsinki Ltd ("Nasdaq Helsinki") on April 25, 2024, the last trading day
immediately preceding the announcement of the Tender Offer, and a premium of
approximately 59.0 percent compared to the volume-weighted average price (EUR
7.01) of the C Share on Nasdaq Helsinki during the three-month period prior to
and up to April 25, 2024.
The Improved C Share Offer Price represents a premium of approximately 1.4
percent compared to the cash consideration of EUR 11.00 of the Indication of
Interest for the holders of C Shares and F Shares, eligible for conversion into
C Shares. The Improved F Share Offer Price represents a premium of
approximately 1.4 percent compared to the cash consideration of EUR 6.66 of the
non-binding Indication of Interest for the holders of F Shares ineligible for
conversion into C Shares.
The Improved 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 Improved F Share Offer Price has
been determined based on 1,271,739 issued and outstanding F Shares ineligible
for conversion into C Shares.
Should the Company change the number of the 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 the settlements of the
completion trades in the Tender Offer, the Improved Offer Prices shall be
reduced accordingly to account for such distribution or Dilutive Measure. 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 Improved C Share Offer Price on a
euro-for-euro basis for the distribution made for each share class, as set out
in more detail in the Tender Offer Document, and any reduction on account of a
Dilutive Measure shall be applied proportionally among the Improved Offer
Prices. For the avoidance of doubt, should the Company carry out a reverse
stock split prior to any of the settlements of the completion trades in the
Tender Offer, the Improved Offer Prices shall be adjusted accordingly to
account also for such measure.
The Offer Period
The offer period for the Tender Offer (the "Offer Period") commenced on May 17,
2024, and is currently ongoing. The Offeror announced on June 13, 2024 that it
has decided to extend the Offer Period to expire on July 15, 2024, at 4:00 p.m.
(Finnish time), unless the Offer Period is extended further or any extended
Offer Period is discontinued in accordance with the terms and conditions of the
Tender Offer as the processes for obtaining the necessary regulatory approvals
for the completion of the Tender Offer are still pending. The processes for
obtaining the necessary regulatory approvals for the completion of the Tender
Offer are progressing as planned and the Offeror expects to obtain such
necessary regulatory approvals and to complete the Improved Tender Offer in
July 2024.
Conditions to Completion of the Tender Offer
In connection with the Improved Tender Offer, the Offeror has decided to lower
the condition to completion of the Tender Offer concerning the minimum
acceptance threshold from more than 90 percent to more than 80 percent of all
Shares. Therefore, the completion of the Improved Tender Offer is subject to
the Improved Tender Offer having been validly accepted with respect to the
Shares representing, together with any other Shares otherwise acquired by the
Offeror prior to or during the Offer Period, more than eighty (80) percent of
the Shares and voting rights in the Company calculated in accordance with
Chapter 18 Section 1 of the Finnish Companies Act (624/2006, as amended).
Other conditions to completion (as set out in the terms and conditions of the
Tender Offer) remain unchanged.
The Offeror reserves the right to waive any of the conditions to completion
that have not been fulfilled. If all conditions to completion have been
fulfilled or the Offeror has waived the requirements for the fulfilment of all
or some of them no later than at the time of announcement of the final results
of the Improved Tender Offer, the Offeror will consummate the Improved Tender
Offer in accordance with its terms and conditions after the expiration of the
Offer Period by purchasing the Shares validly tendered in the Improved Tender
Offer and paying the Improved C Share Offer Price and/or the Improved F Share
Offer Price, as applicable, to the holders of Shares that have validly accepted
the Improved Tender Offer in accordance with its the terms and conditions.
Recommendation by the Board of Directors of Purmo
As described in the Tender Offer Document, 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 that the shareholders of Purmo
accept the Tender Offer. The statement of the Board of Directors of Purmo in
accordance with Chapter 11, Section 13 of the Finnish Securities Markets Act
(746/2012, as amended), is attached to the Tender Offer Document as Annex C.
The Board of Directors of Purmo intends to update its statement issued on May
10, 2024 to reflect the Improved Tender Offer in accordance with the Finnish
Securities Markets Act.
Purmo's Chair of the Board of Directors, Tomas von Rettig, Vice Chair of the
Board of Directors, Matts Rosenberg, who is the CEO of Rettig, and a member of
the Board of Directors, Alexander Ehrnrooth, who is the President and CEO of
Virala Corporation, have not participated in any assessment or review of the
implications of the Tender Offer by Purmo's Board of Directors or in any
decision-making concerning the recommendation of Purmo's Board of Directors or
the Combination Agreement.
Support by certain shareholders of Purmo
Virala Corporation, Ahlström Invest B.V., Belgrano Inversiones Oy, Chilla
Capital S.A., and Oy G.W. Sohlberg Ab, together representing approximately 15.5
percent of all C Shares, 100 percent of all F Shares, and 18.6 percent of all
Shares in Purmo, have renewed their irrevocable undertakings to accept the
Improved Tender Offer or otherwise undertaken to sell their Shares to the
Offeror in connection with the completion thereof. Virala Corporation's
undertaking covers, in addition to the C Shares held by it, the irrevocable
undertaking to accept the Improved Tender Offer for the F Shares held by it,
representing 100 percent of all F Shares in Purmo, or to otherwise sell its F
Shares to the Offeror in connection with the completion of the Improved Tender
Offer. These irrevocable undertakings may be terminated, among other terms, in
the event that the Offeror withdraws the Improved Tender Offer, or in the event
that a competing offer is announced by a third party with a consideration that
is more than (a) EUR 13.52 for each C Share and F Share that is eligible for
conversion into C Share pursuant to the Articles of Association of the Company,
and (b) EUR 8.19 for each F Share that is ineligible for conversion into C
Share, and the Offeror does not match or exceed the consideration offered in
such competing offer within a certain period of time, and the Company's Board
of Directors has recommended such competing offer.
Rettig has renewed its irrevocable undertaking to sell all its C Shares in
connection with, and subject to the completion of, the Improved Tender Offer
for a cash consideration of EUR 10.62 for each such C Share to support the
Improved Tender Offer. The C Shares held by Rettig represent approximately 61.8
percent of all the Shares in aggregate. Rettig's undertaking may be terminated,
among other terms, in the event that the Offeror withdraws the Improved Tender
Offer, or in the event that a competing offer is announced by a third party
with a consideration that is more than (a) EUR 13.52 for each C Share and F
Share that is eligible for conversion into C Share in the Company pursuant to
the Articles of Association of the Company, and (b) EUR 8.19 for each F Share
that is ineligible for conversion into C Share provided, among others, that
such competing offer is not subject to any outstanding due diligence, the
Offeror does not match or exceed the consideration offered in such competing
offer within a certain period of time, and the Company's Board of Directors has
recommended, publicly supported, or confirmed that it will recommend such
competing offer. In addition, in connection with such termination Rettig has
agreed to bear in excess of its pro rata share the costs and expenses up to an
agreed amount for preparing and pursuing the Improved Tender Offer.
In total, Rettig's renewed undertaking and the other renewed irrevocable
undertakings to support the Improved Tender Offer represent approximately 79.6
percent of all the C Shares and votes in Purmo, and 80.4 percent of all Shares
in Purmo.
In addition, and as described in the Tender Offer Document, Svenska
Litteratursällskapet i Finland r.f., Föreningen Konstsamfundet r.f., Turret Oy
Ab, Oy Julius Tallberg Ab, Oy Hammarén & Co Ab, Aipa Invesco AB, Binx
Management Ab, Varma Mutual Pension Insurance Company, Fennia Mutual Insurance
Company, Merimieseläkekassa (Seafarers Pension Fund), Tannegård Invest BA, 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 10.4 percent of all Shares in Purmo, have
irrevocably undertaken to accept the Tender Offer or otherwise sell their
Shares to the Offeror in connection with the completion thereof. These
irrevocable undertakings remain in force and may be terminated, among other
terms, in the event that the Offeror withdraws the Improved Tender Offer, or in
the event that a competing offer is announced by a third party with a
consideration that is at least 10 percent higher than the Improved Offer Prices
based on the average offer price weighted based on the price and number of
shares in the Company across the share classes, i.e., the offer price taking
into account all the share classes is on average equal to or exceeds EUR 11.76
for each Share (subject to possible additional adjustments as set out in the
section "The Offer Price" above), and the Offeror does not match or exceed the
consideration offered in such competing offer within a certain period of time,
and the Company's Board of Directors has recommended such competing offer.
Financing
The Offeror has received amended equity commitment letters from the Apollo
Funds and Rettig Investment AB in connection with the Improved Tender Offer.
The Offeror has also been addressed debt commitments (and interim debt
commitments) in connection with the Improved Tender Offer.
The Offeror's obligation to complete the Improved Tender Offer is not
conditional upon availability of financing (assuming that all the conditions to
completion of the Improved Tender Offer are satisfied or waived by the
Offeror). The debt commitments for debt financing have been committed by
certain banks on a customary European "certain funds" basis.
FURTHER INFORMATION
The Offeror will supplement the Tender Offer Document with detailed information
on the terms and conditions of the Improved Tender Offer and will publish the
supplement to the Tender Offer Document once it has been approved by the
Finnish Financial Supervisory Authority.
Each shareholder of Purmo who has already accepted the Tender Offer or accepts
the Tender Offer before the supplement regarding the Improved Tender Offer is
published will, after such supplement is published, be deemed to have accepted
the Tender Offer with the Improved Offer Prices. Therefore, shareholders of
Purmo who have already tendered their Shares in the Tender Offer or tenders
before such supplement is made public, do not have to re-tender their Shares or
take any other action as a result of the Improved Tender Offer before or after
the publication of the supplement regarding the Improved Tender Offer. All such
shareholders will then receive the Improved C Share Offer Price and/or the
Improved F Share Offer Price, as applicable, if the Improved Tender Offer is
completed.
The Finnish language version of the supplement to the Tender Offer Document
will be made available after its publication at
https://purmogroup.tenderoffer.fi/ and www.nordea.fi/purmo-ostotarjous and the
English language translation of the supplement to the Tender Offer Document
will be made available after its publication at
https://purmogroup.tenderoffer.fi/en and www.nordea.fi/purmo-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
percent and Rettig, through its subsidiary Rettig Investment AB, 20.00 percent
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 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 IN OR INTO ANY OTHER JURISDICTION
IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT OR A SUPPLEMENT
DOCUMENT TO 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, INTO, 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 THE TENDER OFFER DOCUMENT AND THE POSSIBLE SUPPLEMENT DOCUMENTS TO THE
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 REQUIREMENT TO PUBLISH A 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 THE TENDER OFFER DOCUMENT, THE
SUPPLEMENT 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 LTD AND THE HELSINKI TAKEOVER CODE AND THE
INFORMATION DISCLOSED HERE 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 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, for a Tier II
tender offer (the "Tier II Exemption"), 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 stock
exchange release has been prepared in accordance with applicable accounting
standards in Finland, which may not be comparable to the financial statements
or financial information of U.S. companies. The 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.
As permitted under the Tier II Exemption, the settlement of the Tender Offer is
based on the applicable Finnish law provisions, which differ from the
settlement procedures customary in the United States, particularly as regards
to the time when payment of the consideration is rendered. The Tender Offer,
which is subject to Finnish law, is being made to the U.S. shareholders in
accordance with the applicable U.S. securities laws, and applicable exemptions
thereunder, in particular the Tier II Exemption. To the extent the Tender Offer
is subject to U.S. securities laws, those laws only apply to U.S. shareholders
and will not give rise to claims on the part of any other person. U.S.
shareholders should consider that the offer prices for the Tender Offer are
being paid in EUR and that no adjustment will be made to the offer prices based
on any changes in the exchange rate.
To the extent permissible under applicable laws 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.
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 an independent professional adviser
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.
NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED THE TENDER OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS
OF THE TENDER OFFER, PASSED ANY COMMENTS UPON THE ADEQUACY OR COMPLETENESS OF
THE TENDER OFFER DOCUMENT OR THE SUPPLEMENT DOCUMENT OR PASSED ANY COMMENTS ON
WHETHER THE CONTENT IN THE TENDER OFFER DOCUMENT OR THE SUPPLEMENT DOCUMENT IS
CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
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
Finnish Financial Supervisory Authority, 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.© 2024 GlobeNewswire
