Coronaria Oy Commences Its Mandatory Public Cash Tender Offer for All Shares in Silmäasema Oyj on September 5, 2019
Coronaria Oy Commences Its Mandatory Public Cash Tender Offer for All Shares in Silmäasema Oyj on September 5, 2019
Coronaria Oy
Stock Exchange Release
September 4, 2019 at 4:30 p.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 INFORMATION, SEE SECTION “IMPORTANT INFORMATION” BELOW.
Coronaria Oy (“Coronaria” or the “Offeror”) has, through share purchases made on 15 and 16 August 2019, acquired a total of 1,420,031 shares in Silmäasema Oyj (“Silmäasema” or the “Company”).
As a result of the share purchases, Coronaria’s shareholding in Silmäasema increased 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.
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 acceptance period under the Tender Offer will commence on September 5, 2019 at 9:30 a.m. (Finnish time) and expire on September 26, 2019 at 4:00 p.m. (Finnish time) (the “Offer Period”). The Offeror reserves the right to extend the Offer Period in accordance with the terms and conditions of the Tender Offer.
The Tender Offer Document will be available in Finnish from September 5, 2019 onwards at the headquarters of Coronaria, Saaristonkatu 22, 3rd floor, FI-90100 Oulu, Finland, at Carnegie Investment Bank AB, Finland branch, Eteläesplanadi 22 A, 7th floor, FI-00130 Helsinki, Finland and at Nasdaq Helsinki Ltd., Fabianinkatu 14, FI-00100 Helsinki, Finland. The electronic version of the Tender Offer Document will be available in Finnish from September 5, 2019 onwards online at www.coronaria.fi/ostotarjous and www.carnegie.se/ostotarjous and in English from September 5, 2019 onwards online at www.coronaria.fi/tender-offer and www.carnegie.se/tenderoffer.
The offer price is EUR 6.00 in cash for each share in Silmäasema that has been validly tendered (the “Offer Price”). However, the Offer Price may be adjusted if the outstanding shares have been changed into a different number of shares or a different class by reason of any stock dividend, reclassification, split,reverse-split, combination or exchange of shares, or as a result of a new share issue or any other similar transaction with dilutive effect.
In accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act (“SMA”), a mandatory public tender offer may only be subject to obtaining the necessary regulatory decisions. The obligation of the Offeror to accept for payment the tendered shares and to complete the Tender Offer shall be subject to the receipt of all necessary regulatory approvals, permits and consents, including without limitation possible competition clearances on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the SMA. According to Coronaria's assessment, the completion of the Tender Offer does not require the approval of competition authorities.
Most of the Finnish book-entry account operators are expected to send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders’ register of Silmäasema maintained by Euroclear Finland Oy. Shareholders of Silmäasema who do not receive such instructions or an acceptance form from their account operator or asset manager, can contact Evli Bank Plc. by telephone +358 9 4766 9573 (weekdays between 9 a.m. and 16 p.m., Finnish time) or by email operations@evli.com in order to receive the necessary information and submit their acceptance of the Tender Offer. A shareholder in Silmäasema whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee’s instructions. The Offeror will not send acceptance forms or other documents related to the Tender Offer to such shareholders in Silmäasema.
The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The Offeror will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The announcement of the final result will confirm the percentage of the shares that have been validly tendered and not properly withdrawn.
As permitted under Finnish law and other applicable law or regulation, the Offeror may purchase shares in Silmäasema also outside the Tender Offer on Nasdaq Helsinki Ltd. or otherwise prior to the expiry of the Offer Period or any extended Offer Period or subsequent Offer Period at a price that does not exceed the Offer Price, as the case may be.
The terms and conditions of the Tender Offer are enclosed in their entirety to this stock exchange release (Appendix 1).
Carnegie Investment Bank AB, Finland Branch, acts as financial advisor and arranger of the Tender Offer, Evli Bank Plc acts as issuer agent 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.
3. TERMS AND CONDITIONS OF THE TENDER OFFER3.1 Object of the Tender Offer
Through a mandatory public cash tender offer in accordance with Chapter 11 of the Finnish Securities Market Act (746/2012, as amended, the “SMA”) and subject to the terms and conditions set forth herein, Coronaria offers to acquire all of the issued and outstanding Shares and securities entitling to Shares in Silmäasema that are not held by the Offeror, the Company or any of its subsidiaries. On the date of this Tender Offer Document, Silmäasema has issued total of 14,248,805 Shares, out of which Coronaria holds 4,765,987 Shares based on the situation at the end of trading September 3, 2019. Thus, the Tender Offer is made of 9,482,818 Shares in Silmäasema.
3.2 Offer Price
The Offer Price for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 6.00 in cash. The Offeror will not increase the Offer Price of the Tender Offer during the Offer Period.
Should the Company decide to pay any dividend, extra dividend or other kind of distribution, in any form, and such distribution is paid to the Company shareholders before the Settlement Date (as defined below) or if a record date with respect to any of the foregoing occurs prior to the Settlement Date, the Offeror reserves the right to reduce the Offer Price accordingly on a euro-for-euro basis. If between the date of the Announcement of the Tender Offer and the Settlement Date, the Outstanding Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, reclassification, split, reverse split, combination or exchange of shares, as a result of a new share issue or any other similar transaction with dilutive effect, the Offeror reserves the right to revise the Offer Price accordingly to take the action in question into consideration.
3.3 Offer Period
The Offer Period for the Tender Offer shall commence on September 5, 2019 at 9:30 a.m. (Finnish time) and expire on September 26, 2019 at 4:00 p.m. (Finnish time), unless the Offer Period is extended as set forth below.
The Offer Period may be extended by the Offeror (i) from time to time until such time when all of the Closing Conditions (as defined below) have been satisfied and (ii) with a Subsequent Offer Period (as defined below) in connection with the announcement of the final result of the Tender Offer whereby the Offeror also declares the Tender Offer unconditional, all as set forth below.
The Offeror will announce a possible extension of the Offer Period through a stock exchange release at the latest on September 26, 2019. The Offeror will announce a possible extension of an already extended Offer Period at the latest on the first (1st) Finnish banking day following the expiry of the extended Offer Period. The duration of any possible extension of the Offer Period or an already extended Offer Period shall be at least two (2) weeks from the date of the announcement by the Offeror concerning such extension.
If the Offeror extends the Offer Period, the Offer Period will expire on the date and at the time until which the Offeror extends the Offer Period unless the extended Offer Period is discontinued as set forth below. The maximum duration of the Offer Period (including any extension of the Offer Period) is ten (10) weeks. However, if the Closing Conditions (as defined below) have not been fulfilled due to a particular obstacle as referred to in the Regulations and Guidelines 9/2013 (as amended) issued by the FIN-FSA such as, for example, pending approval by a competition or other regulatory authority, the Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had a reasonable time to respond to the situation. The Offer Period may also be extended as required by applicable law (e.g. in event of a change in the Offer Price). The date of the expiry of the extended Offer Period will in such case be published at least two (2) weeks before such expiry. Further, any Subsequent Offer Period (as defined below) may extend beyond ten (10) weeks.
The Offeror may discontinue any extended Offer Period should all the Closing Conditions (as defined below) be fulfilled before the expiry of the extended Offer Period, and execute the sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with section “Terms of Payment and Settlement of Shares” below. Should the Offeror discontinue the extended Offer Period, the Offeror will announce its decision thereon through a stock exchange release as soon as possible after such decision has been made and, in any case, at least two (2) weeks before the expiry of the extended Offer Period to be discontinued. If the Offeror discontinues the extended Offer Period, the extended Offer Period will expire on such earlier date and at the time indicated in such announcement made by the Offeror.
The Offeror also reserves the right to extend the Offer Period in connection with the announcement of the final result of the Tender Offer as set forth in section “Announcement of the Result of the Tender Offer” (such extended Offer Period shall be referred to as the “Subsequent Offer Period”). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Offeror in the announcement concerning the final result of the Tender Offer. The expiration of a Subsequent Offer Period will be announced at least two (2) weeks before the expiry of such Subsequent Offer Period.
3.4 Conditions to Completion of the Tender Offer
In accordance with Chapter 11, Section 15 of the SMA, a mandatory tender offer may only be subject to obtaining the necessary regulatory decisions. The obligation of the Offeror to accept for payment the tendered Shares and to complete the Tender Offer shall be subject to the receipt of all necessary regulatory approvals, permits and consents, including without limitation possible competition clearances ( “Closing Conditions”) on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the SMA (date of such announcement of the final result, the “Result Announcement Date”). According to Coronaria's assessment, the completion of the Tender Offer does not require the approval of competition authorities.
3.5 Obligation to increase the Offer Price to pay compensation
The Offeror reserves the right, to the extent permitted by applicable law and regulation, to acquire Shares also in public trading on Nasdaq Helsinki or otherwise during and after the Offer Period (including any extension thereof) and any Subsequent Offer Period or otherwise outside the Tender Offer.
If the Offeror or any party acting in concert with it as referred to in Chapter 11, Section 5 of the SMA acquires, after the Announcement and before the expiry of the Offer Period, Shares at a higher price than the Offer Price or otherwise on terms that are more favourable than those of the Tender Offer, the Offeror must according to Chapter 11, Section 25 of the SMA amend the terms and conditions of the Tender Offer to correspond to such acquisition on more favourable terms (obligation to increase the offer). The Offeror shall then, without delay, make public the triggering of the obligation to increase the offer and pay, in connection with the completion of the Tender Offer, the difference between the more favourable acquisition terms and the consideration offered in the Tender Offer to the holders of securities who have accepted the Tender Offer, or if the Offer Price has already been paid, without delay.
If the Offeror or any party acting in concert with it as referred to in Chapter 11, Section 5 of the SMA acquires, during the nine (9) months following the expiry of the Offer Period, Shares at a higher price than the Offer Price or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must according to Chapter 11, Section 25 of the SMA, compensate those holders of securities who have accepted the Tender Offer for the amount equal to the difference between the more favorable acquisition terms and the consideration offered in the Tender Offer (obligation to compensate). The Offeror shall then, without delay, make public the triggering of the obligation to compensate and pay the difference between the more favorable acquisition terms and the consideration offered in the Tender Offer within one (1) month after the triggering of the obligation to compensate to the holders of securities who have accepted the Tender Offer.
According to Chapter 11, Section 25, Subsection 5 of the SMA, the obligation to compensate shall, however, not be triggered in case the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party acting in concert with it as referred to in Chapter 11, Section 5 of the SMA has not offered to acquire Shares on terms that are more favorable than those of the Tender Offer before or during the arbitral proceedings.
3.6 Acceptance Procedure of the Tender Offer
The Tender Offer must be accepted separately for each book-entry account. A shareholder of the Company giving the acceptance must have a cash account with a financial institution operating in Finland or abroad (see also sections “Terms of Payment and Settlement of Shares” and “Important Information”). A shareholder may only accept the Tender Offer unconditionally and with respect to all Shares on the book-entry account mentioned in the acceptance form on the date and time of the execution of the sale and purchase of the Shares. An acceptance given during the Offer Period is effective also until the end of any extended Offer Period.
Most of the Finnish book-entry account operators are expected to send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. (“Euroclear”). Shareholders who do not receive such notification from their account operator or asset manager can contact Evli Bank Plc (“Evli Bank”) by telephone +358 9 4766 9573 (weekdays between 9 am and 16 pm) or by email operations@evli.com in order to receive the necessary information and submit their acceptance of the Tender Offer.
A shareholder in the Company whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee’s instructions. The Offeror will not send acceptance forms or other documents related to the Tender Offer to such shareholders in the Company.
A shareholder in the Company who is registered as a shareholder in the shareholders’ register of the Company and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder’s book-entry account in accordance with its instructions and within the time limit set by the account operator or, in the case such account operator does not accept acceptance forms, such shareholder shall contact Evli Bank to give his/her acceptance to tender the Shares. The acceptance form shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of the account operator. In the event of a Subsequent Offer Period, the acceptance form shall be submitted so that it is received during the Subsequent Offer Period, however, always in accordance with the instructions of the account operator.
Pledged Shares may only be tendered with the consent of the relevant pledgee. The obtaining of such consent shall be the responsibility of the relevant shareholder in the Company. The consent by the pledgee shall be delivered to the account operator in writing.
The method of delivery of acceptance forms is at the shareholder’s option and risk, and the delivery will be deemed made only when actually received by the relevant account operator or Evli Bank. The Offeror reserves the right to reject any acceptance given in an incorrect or incomplete manner. The Offeror may also reject any partial tender of the Shares per book-entry account.
By accepting the Tender Offer, the shareholder of the Company authorizes Evli Bank or a party authorized by Evli Bank or the account operator managing the shareholder’s book-entry account to enter a transfer restriction or a sales reservation on the shareholder’s book-entry account after the shareholder has delivered its acceptance of the Tender Offer. In addition, the shareholder who has accepted the Tender Offer authorizes Evli Bank or a party authorized by Evli Bank or the account operator managing the shareholder’s book-entry account to perform the necessary entries and to take all other actions required to technically execute the Tender Offer and to sell all the Shares held on such book-entry account at the time of the execution of trades under the Tender Offer to the Offeror in accordance with the terms and conditions of the Tender Offer.
A shareholder that has validly accepted the Tender Offer and that has not properly withdrawn its acceptance in accordance with the terms and conditions of the Tender Offer may not sell or otherwise dispose of its tendered Shares. A transfer restriction in respect of the Shares will be registered in the relevant book-entry account after a shareholder has submitted the acceptance for the Tender Offer. If the Tender Offer is not completed or if the acceptance is properly withdrawn by the shareholder in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer.
A shareholder that is a legal person must have a valid LEI code (Legal Entity Identifier) when accepting the Tender Offer.
Processing of Personal Data
To be able to administer the Tender Offers, the Financial Advisor and the Issuer Agent must collect and process personal data on (i) those natural persons who accept the Tender Offer (such as name, address and personal identity number), and (ii) the representative(s) of the companies accepting the Tender Offers (such as name, position and contact details). Financial Advisor and Issuer Agent are both independently controllers for the personal data they process for this purpose. Personal data may be obtained directly from the person accepting the Tender Offer or from other sources (for example, addressed details may be obtained through Euroclear). Personal data may be processed by third party service providers on behalf of the Financial Advisor and/or the Issuer Agent, and the Financial Advisor and/or the Issuer Agent may also share personal data to their cooperation partners on a need-to-know basis for the purpose of administering the Tender Offers. Additional information on processing of personal data by the Financial Advisor and the Issuer Agent, including details on how to exercise data subjects' rights, may be found at www.carnegie.se/en/page-footer/group-privacy-policy/ and www.evli.com/en/footer/use-of-personal-data.
3.7 Withdrawal Rights
The acceptance of the Tender Offer shall be binding and cannot be withdrawn, unless otherwise provided under applicable law.
In accordance with Chapter 11, Section 16 of the SMA, the holders of the Shares validly tendered may also withdraw their acceptance during the Offer Period if the Offer Period has lasted over ten (10) weeks and the Tender Offer has not been completed. Withdrawing the acceptance during the time the Tender Offer is valid is also possible in the event that a third party announces a competing public tender offer for the Shares before the execution of the sale and purchase of the Shares in accordance with section “Terms of Payment and Settlement of Shares” below.
In such case where the right of withdrawal exists, the proper withdrawal of the acceptance for the Shares validly tendered requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form with respect to such Shares was submitted. In case the acceptance form with respect to Shares was submitted to Evli Bank, the notice of withdrawal must be submitted to Evli Bank. In case of holdings that are registered in the name of a nominee, the holders of Shares shall instruct the nominee to submit the notice of withdrawal.
If a holder of Shares registered in the Finnish book-entry securities system withdraws his/her acceptance of the Tender Offer in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer.
Shares for which an acceptance is withdrawn may be re-tendered by following the acceptance procedures described in section “Acceptance Procedure of the Tender Offer” above at any time prior to the expiry of the Offer Period or, if the Offer Period has been extended, prior to the expiry of such extended Offer Period or during the Subsequent Offer Period, if any.
The account operator managing the relevant book-entry account or the nominee may charge a fee for withdrawals in accordance with its price list.
3.8 Announcement of the Result of the Tender Offer and the Acceptances
The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The Offeror will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The announcement of the final result will confirm the percentage of the Shares that have been validly tendered and not properly withdrawn.
The Offeror will announce material changes in the number of valid acceptances it has received in accordance with the terms and conditions of the Tender Offer weekly.
3.9 Terms of Payment and Settlement of Shares
The sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer will be executed on or about the fourth (4th) Finnish banking day following the expiry of the Offer Period, or if the Offer Period has been extended or discontinued, the expiry of the extended or discontinued Offer Period (the “Execution Date”). The sale and purchase of the Shares will take place on Nasdaq Helsinki if permitted by the rules applicable to securities trading on Nasdaq Helsinki. Otherwise, the sale and purchase of the Shares will take place outside of Nasdaq Helsinki.
The date for settlement of the above completion of trades (the “Settlement Date”) will be the Execution Date or the first (1st) Finnish banking day following the Execution Date. The payment of the Offer Price will be made on the Settlement Date into the bank account connected to the shareholder’s book-entry account or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified by the custodian or nominee. The Offer Price will not be paid to a bank account situated in the United States, Canada, Japan, Australia, South Africa or Hong Kong, or any other jurisdiction where the Tender Offer is not to be made (see section “Important information”). All guidance from custodians or nominees specifying bank accounts in such jurisdictions will be rejected. Actual time of receipt for the payment by the shareholder will depend on the schedules of money transactions between financial institutions and agreements between the holder and account operator, custodian or nominee in each case.
In the event of a possible Subsequent Offer Period, the Offeror shall, in connection with the announcement thereof, announce the terms of payment and settlement for the Shares tendered during the Subsequent Offer Period. The completion trades of the Shares validly tendered in accordance with the terms and conditions of the Tender Offer during the Subsequent Offer Period shall, however, be executed at least within two (2) week intervals.
The Offeror reserves the right to postpone the payment of the Offer Price if payment is prevented or suspended due to a force majeure event, but shall immediately effect such payment once the force majeure event preventing or suspending payment is resolved.
3.10 Transfer of Ownership
Title to the Shares validly tendered in the Tender Offer will pass to the Offeror against the payment of the Offer Price by the Offeror to the Company's shareholder who has accepted the Tender Offer.
3.11 Transfer Tax and Other Payments
The Offeror will pay the transfer taxes, if any, relating to the sale and purchase of the Shares in connection with the completion of the Tender Offer.
Fees charged by account operators, asset managers, nominees or any other person for registering the release of any pledges or other possible restrictions preventing a sale of the relevant Shares, as well as fees relating to a withdrawal of the tender by a shareholder in accordance with section “Withdrawal Rights” above, will be borne by each shareholder. The Offeror shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Tender Offer, the sale and purchase of the Shares tendered under the Tender Offer or the payment of the Offer Price.
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