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Information regarding Tender Offer

On December 18, 2020, PPG Industries Inc. announced to make a voluntary recommended public cash tender offer for all issued and outstanding shares in Tikkurila.

On this page you may find the publicly available releases and materials related to the process. For more detailed information, please read the stock exchange release.

Summary of the Tender Offer (as announced on December 18, January 5 and 15)

  • PPG Industries Inc. and Tikkurila Oyj have on December 18, 2020 entered into a combination agreement pursuant to which the Offeror will make a voluntary recommended public cash tender offer for all issued and outstanding shares in the Company.
     
  • On January 5, 2020, PPG and Tikkurila announced to have agreed, in response to a proposal regarding a competing offer received by the Company, to an amendment to the Combination Agreement, according to which the Offeror increases the cash consideration offered for each Share in the Tender Offer to EUR 27.75 (the “Offer Price”) (prior to the amendment: EUR 25.00), subject to possible adjustments presented on the stock exchange release on December 18, 2020.
     
  • The Offer Price represents a premium of approximately 84.5 per cent compared to the closing price of the Shares on Nasdaq Helsinki Ltd on December 17, 2020. 
     
  • The members of the Board of Directors of the Company, who participated in the decision-making have unanimously decided to recommend that the shareholders of the Company accept the Tender Offer. 
     
  • In connection with the amended Offer Price, certain major shareholders of Tikkurila, i.e. Oras Invest Oy, Varma Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited and Kaleva Mutual Insurance Company, representing in the aggregate approximately 29.39 per cent of the shares and votes in the Company, have, subject to certain customary conditions, reaffirmed their irrevocable undertakings to accept the Tender Offer.
     
  • The Offeror expects to publish a Tender Offer Document with detailed information on the Tender Offer on or about January 15, 2021.
     

Background and strategic rationale of the Tender offer (as announced on December 18, 2020)

  • The Offeror sees significant value and potential in the Company and accordingly expects to make substantial investments in the Company’s technology, infrastructure and people, as well as provide the Company access to the Offeror’s global diversified paints, coatings and speciality materials offering on which the Company will be able to build and further deepen its customer relationships, develop lateral products and access additional markets.
     
  • Upon the completion of the Tender Offer, the Offeror expects to position the Company and its various brands as the Offeror’s platform to the Nordic and Baltic regions, Russia and potentially beyond.
     
  • The Offeror intends to maintain the Company’s identity, culture and Finnish values, including its commitment to creating sustainable value for all stakeholders and its various investments in local communities and people. The Offeror expects to maintain the Company’s corporate offices in Finland and various production, distribution and sales centres in the Nordic region. Further, the Offeror intends to continue to invest in the Company’s employees and potentially provide larger roles for many of the Company’s key executives.
     
  • The Offeror sees the Company’s strong distribution capability as a platform to significantly grow many of the Offeror’s legacy products in its Protective and Marine, Refinish, and Light Industrial Coatings businesses and expand the Company’s and the Offeror’s combined presence in the region.
     
  • The Tender Offer would not have any immediate material effects on the Company’s operations, assets, the position of the Company’s employees or its business locations.
     

Important dates

  • The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final results of the Tender Offer including, among others, that approvals by the competition authorities and other regulatory authorities have been received and the Offeror having gained control of more than 90 per cent of the Shares and votes in the Company on a fully diluted basis.
     
  • The Offeror expects to publish a Tender Offer Document with detailed information on the Tender Offer on or about January 15, 2021.
     

Please find more information on the following releases.