PROJECT GRAND BIDCO (UK) LIMITED Stock Exchange Release
July 26, 2024 at 3:55 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.
Project Grand Bidco (UK) Limited supplements the tender offer document relating
to the public tender offer for all the shares in Purmo in light of Purmo's
Board upholding its recommendation
As previously announced, Project Grand Bidco (UK) Limited (the "Offeror"), the
Offeror has published a tender offer document on May 16, 2024, concerning its
tender offer (the "Tender Offer") for the shares in Purmo Group Plc (the
"Company"), the first supplement to the tender offer document on May 31, 2024,
the second supplement to the tender offer document on June 20, 2024, and the
third supplement to the tender offer document on July 17, 2024 (the tender
offer document, as supplemented from time to time, the "Tender Offer
Document"). The offer period for the Tender Offer commenced on May 17, 2024, at
9:30 a.m. (Finnish time) and is currently ongoing.
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 Tender Offer.
The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the fourth supplement to the Tender Offer Document (the
"Fourth Supplement Document"). The Fourth Supplement Document relates to the
updated statement of the Board of Directors of Purmo regarding the Tender Offer
published by Purmo on July 24, 2024 by way of a stock exchange release,
according to which the Board of Directors of Purmo upholds the recommendation
for the Tender Offer primarily in the absence of current sufficient key
shareholder support for Haier Europe Appliances Holding B.V.'s competing tender
offer, and the stock exchange release published by the Offeror on July 24,
2024, noting the updated statement of the Board of Directors of Purmo regarding
the Tender Offer and noting that Rettig's irrevocable undertaking to sell all
its C Shares to the Offeror in connection with, and subject to the completion
of, the Tender Offer, and Virala Oy Ab's, Ahlström Invest B.V.'s, Belgrano
Inversiones Oy's, Chilla Capital S.A.'s, and Oy G.W. Sohlberg Ab's irrevocable
undertakings to accept the Tender Offer or otherwise sell their Shares to the
Offeror in connection with the completion of the Tender Offer, and the other
irrevocable undertakings referenced in the Tender Offer Document remain in
force in accordance with their terms. The Fourth Supplement Document is
attached as Appendix 1 to this stock exchange release.
The Offeror continues to believe that its Tender Offer holds significant
advantages to Haier Europe Appliances Holding B.V.'s competing tender offer in
terms of transaction certainty and timeline. The closing and funding of the
Offeror's Tender Offer will in the current timeline occur in August 2024. The
Offeror has waived all regulatory approval conditions to its Tender Offer as
stated in its release of July 16, 2024. The Offeror notes that the Company's
Board of Directors' stock exchange release dated July 24, 2024 upholding its
recommendation for the Tender Offer assesses both the risks relating to
required regulatory approvals and current lack of sufficient shareholder
support associated with the competing offer.
The Finnish language version of the Fourth Supplement Document is available on
the internet at https://purmogroup.tenderoffer.fi/ and
www.nordea.fi/purmo-ostotarjous as of July 26, 2024. The English language
translation of the Fourth Supplement Document is available on the internet at
https://purmogroup.tenderoffer.fi/en and www.nordea.fi/purmo-offer as of July
26, 2024.
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 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 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
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: Fourth Supplement Document
Attachment:
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