Haier Intends to Continue Negotiations with Purmo Board to Make it Fully
Appreciate the Merits of Haier's Superior Offer
Haier Europe Appliances Holding B.V., Press Release, July 25, 2024, 9.00 a.m.
EET
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 THIS TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
As previously announced, Haier Europe Appliances Holding B.V. ("Haier" or the
"Offeror") has made a voluntary public cash tender offer for all the issued and
outstanding class C shares (the "Class C Shares") and all the issued and
outstanding class F shares (the "Class F Shares," and, together with the Class
C Shares, the "Shares" or, individually, a "Share") in Purmo Group Plc ("Purmo"
or the "Company") that are not held by Purmo or any of its subsidiaries (the
"Tender Offer") at a price of EUR 13.59 per share for each Class C Share and
each Class F Share eligible for conversion into a Class C Share validly
tendered in the Tender Offer, as adjusted on July 19, 2024, (the "Class C Share
Offer Price") and EUR 8.28 per share for each Class F Share ineligible for
conversion into a Class C Share validly tendered in the Tender Offer (the
"Class F Share Offer Price," and together with the Class C Share Offer Price,
the "Offer Prices").
Haier acknowledges that the Independent Committee of the Board of Directors of
Purmo ("Purmo Independent Committee") has today announced that it has decided
to continue endorsing a tender offer by Project Grand Bidco (UK) Limited
("Project Grand Bidco").
However, Haier believes that its Tender Offer delivers superior combination of
value and deliverability to all shareholders of Purmo. Haier would like to
highlight that its Class C Share Offer Price is approximately 23 percent higher
than the respective offer price in Project Grand Bidco's tender offer and it
has secured European-style certain funds for the entire consideration. As
previously stated, Haier is highly confident about its ability to obtain all
the necessary regulatory approvals, as also proved by its strong M&A track
record. Over the past 12 years, Haier has announced international acquisitions
for a cumulative value of USD 6 billion, including Candy in 2019, GE Appliances
in 2016 and Fisher & Paykel in 2012, all of which have subsequently closed as
per the announced schedule. During the recent negotiations, Haier has
demonstrated its commitment to a successful completion also by agreeing with
Purmo Independent Committee an outsized break-up fee and by offering its
availability to immediately purchase approximately 10 percent of the shares in
Purmo, therefore committing to spend a total of approximately EUR 78 million
regardless of the final outcome of the Tender Offer. Haier also confirms its
readiness to purchase further Purmo shares during the course of the Tender
Offer, as the relevant regulatory approvals are received over time and up to
the levels such approvals allow. Importantly, conditions to the completion of
the Tender Offer do not include material adverse change clause and are
customary in all other respects.
As such, Haier intends to proceed with the Tender Offer, and continue
negotiating with Purmo's Independent Committee and Purmo's other constituencies
in order to make them fully appreciate the merits of the Tender Offer and
secure their support in the coming days.
Media Contact in Finland
Tiia Tikkanen, Communications Consultant, Tekir Ltd
tiia.t@tekir.fi
+358 40 1693 706
Media and Investor Enquiries, HSH
Kathy Wang, Investor Relations
wangnan@haier.com
Information about the Tender Offer is made available at www.hsh-offer.fi/en/.
For administrative questions regarding the Tender Offer, please contact your
bank or nominee where you have your Shares registered.
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 BUY OR THE SOLICITATION OF AN OFFER TO SELL 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 THE TENDER OFFER OR ACCEPTANCE THEREOF 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 LAW.
THIS 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 RELEASE HAD
BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders of Purmo in the United States
The Tender Offer will be made for the issued and outstanding shares in Purmo,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States in
compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the applicable rules and regulations
promulgated thereunder, including Regulation 14E (in each case, subject to any
exemptions or relief therefrom, if applicable) 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. The financial information included in this release has been
prepared in accordance with applicable accounting standards in Finland and
Switzerland, which may not be comparable to the financial statements or
financial information of U.S. companies. Shareholders 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 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 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 information documents, including this
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, including Rule
14e-5 under the Exchange Act, the Offeror and its affiliates or its brokers and
its broker's affiliates (acting as agents for the Offeror or its affiliates, as
applicable) may from time to time after the date of this release and during the
pendency of the Tender Offer, and other than pursuant to the Tender Offer and
combination, directly or indirectly, purchase or arrange to purchase, the
Shares or any securities that are convertible into, exchangeable for or
exercisable for such 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 stock
exchange or 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
this release. 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 adviser
immediately regarding the tax consequences of accepting the Tender Offer.
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's 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
UBS AG Hong Kong Branch is a corporation licensed by the Securities and Futures
Commission of Hong Kong to carry on Type 1 (dealing in securities), Type 4
(advising on securities), Type 6 (advising on corporate finance), Type 7
(providing automated trading services) and Type 9 (asset management) regulated
activities under the Securities and Futures Ordinance (Cap.571 of the laws of
Hong Kong). UBS AG Hong Kong Branch is acting exclusively for the Offeror and
no one else in connection with the Tender Offer or the matters referred to in
this document, will not regard any other person (whether or not a recipient of
this document) as its client in relation to the Tender Offer and will not be
responsible to anyone other than the Offeror for providing the protections
afforded to its clients or for providing advice in relation to the Tender Offer
or any other transaction or arrangement referred to in this document.
Attachment:
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