Nasdaq Helsinki Ltd
Announcement from the exchange
Coronaria Oy Announces Material Changes in the Number of Acceptances it Has Received Relating to the Public Tender Offer for All Shares Issued by Silmäasema Oyj
Coronaria Oy Announces Material Changes in the Number of Acceptances it Has Received Relating to the Public Tender Offer for All Shares Issued by Silmäasema Oyj – Announced Acceptances and Undertakings Together with Shares Held by Coronaria Represent Together Approximately 68.5% of the Shares in Silmäasema Oyj
Stock Exchange Release
September 20, 2019 at 1:45 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 on September 5, 2019 commenced a mandatory public tender offer to purchase all of the issued and outstanding shares in Silmäasema Oyj (“Silmäasema”) that are not held by the Offeror, Silmäasema or any of its subsidiaries (the “Tender Offer”). The acceptance period under the Tender Offer commenced on September 5, 2019 at 9:30 a.m. (Finnish time) and will 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.
In accordance with the terms and conditions of the Tender Offer, the Offeror has committed to announce material changes in the number of valid acceptances it has received in accordance with the terms and conditions of the Tender Offer weekly. As at the date of this release, shareholders holding in the aggregate approximately 29.0% of the shares in Silmäasema have announced that they accept, or after the commencement of the Tender Offer, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer pursuant to its terms and conditions. This includes the 16.7 % of Silmäasema's shares owned by Intera Fund II Ky -fund administered by Intera Partners, concerning which shares Intera Partners has, on September 19, 2019, publicly announced that they will accept the Tender Offer. Intera Fund II Ky-fund administered by Intera Partners is, after the Offeror, the second largest shareholder of Silmäasema.
Together with shares already held by Coronaria (including approximately 6.1% shares in Silmäasema, which Coronaria has purchased through market purchases at the offer price after the publication of the tender offer document), this represents in the aggregate approximately 68.5% of all shares in Silmäasema.
“We are extremely pleased on how the Tender Offer is progressing and especially on the fact that Intera Partners, the company's second largest shareholder, has announced that they will accept the Tender Offer”, commenting on the Tender Offer Teppo Lindén, CEO of Coronaria.
FOR MORE INFORMATION, PLEASE CONTACT:
Tel. +358 400 684 119
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.