Published: 2019-08-16 08:45:00 CEST
Nasdaq Helsinki Ltd
Announcement from the exchange

Coronaria announces an obligation to launch a mandatory public tender offer for all shares in Silmäasema Oyj

Coronaria Oy

Stock Exchange Release

August 16, 2019 at 9:45 a.m. EEST


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER IN-FORMATION, SEE SECTION “IMPORTANT INFORMATION” BELOW.

Coronaria announces an obligation to launch a mandatory public tender offer for all shares in Silmäasema Oyj

Coronaria Oy (“Coronaria”) has, through share purchases made on 15 and 16 August 2019, acquired a total of 1,420,031 shares in Silmäasema Oyj (“Silmäasema” or “Company”). The highest price paid for the shares has been EUR 6.00 per share, which is also the highest price paid by Coronaria for the shares in Silmäasema.

As a result of the share purchases, Coronaria’s shareholding in Silmäasema increases to a total of 4,615,443 shares, corresponding to 32.4 per cent of all shares and voting rights in the Company, respectively. Consequently, Coronaria’s holding in Silmäasema exceeds 30 per cent of the shares and voting rights carried by Silmäasema’s shares and Coronaria is thereby obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Silmäasema (“Tender Offer”) in accordance with the Securities Markets Act.

Prior to the share purchases, Coronaria held 3,195,412 shares in Silmäasema, representing 22.43 per cent of all outstanding shares in Silmäasema. Coronaria is Silmäasema’s largest shareholder.

In the Tender Offer, Coronaria will offer cash consideration of EUR 6.00 per share in Silmäasema. The cash consideration represents a premium of approximately 7.5 per cent compared to the closing price of the Silmäasema share on Nasdaq Helsinki on 15 August 2019, the last trading day before the announcement of the Tender Offer, and a premium of approximately 9.4 per cent compared to the volume-weighted average price of the Silmäasema shares on Nasdaq Helsinki during the three-month time period preceding the date of the announcement of the Tender Offer.

Coronaria aims to commence the offer period of the Tender Offer on 16 September 2019 at the latest. The Tender Offer will be published immediately after the Finnish Financial Supervisory Authority has approved the offer document, which includes the detailed terms and conditions of the Tender Offer. The offer period will be three weeks. According to Coronaria, the completion of the Tender Offer does not require approval from the competition authorities.

Coronaria reserves the right to acquire shares in the Company before the commencement of the offer period, during the offer period and/or after the offer period of the Tender Offer through public trading on Nasdaq Helsinki or otherwise.

“Through the share purchases carried out, Coronaria was presented with an opportunity to increase its investment in an industry it is well acquainted with. This resulted in an obligation for Coronaria to make a mandatory public tender offer for all the shareholders of Silmäasema,” says Teppo Lindén, CEO of Coronaria Oy.

Carnegie Investment Bank AB, Finland Branch, acts as financial advisor and Roschier, Attorneys Ltd as legal advisor to Coronaria in the Tender Offer.

FOR MORE INFORMATION, PLEASE CONTACT:

Teppo Lindén

CEO

Coronaria Oy

Tel. +358 400 684 119

teppo.linden@coronaria.fi

 

 

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDI-RECTLY, IN OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG 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 INVI-TATION 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 OR INTO, THE UNITED STATES CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. 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.