PPG Finland Oy to commence redemption proceedings in respect of the remaining minority shares in Tikkurila Oyj
Stock exchange release
11 June 2021 at 5.02 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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
On 9 June 2021, PPG Industries, Inc. (“PPG” or the “Offeror”) announced that it will complete the voluntary public cash tender offer to acquire all of the issued and outstanding shares in Tikkurila Oyj (“Tikkurila” or the “Company”) that are not held by Tikkurila or any of its subsidiaries (the “Shares”) (the “Tender Offer”).
PPG has today published the following information:
As announced previously, the Offeror has transferred all of the Shares that it owns and has acquired to its fully indirectly owned subsidiary PPG Finland Oy (“PPG Finland”). PPG has informed Tikkurila that its ownership has increased above and decreased below the redemption threshold pursuant to Chapter 18, Section 1 of the Finnish Companies Act.
As the control of the shares in Tikkurila will not de facto be transferred, the Financial Supervisory Authority has granted PPG Finland an exemption from the obligation to launch a mandatory public tender offer pursuant to the Securities Markets Act.
As is evident from the flagging notification announced on June 11, 2021, PPG Finland’s ownership of Shares and voting rights carried by the Shares in Tikkurila has increased to approximately 97.1 per cent. PPG Finland’s ownership has been registered in the shareholders’ register of Tikkurila and PPG Finland has therefore informed Tikkurila that it holds more than 90 per cent of all the Shares and voting rights carried by the Shares in Tikkurila, and that PPG Finland therefore has the right and the obligation under Chapter 18, Section 1 of the Finnish Companies Act to redeem the Shares held by the other shareholders of Tikkurila at a fair price.
PPG Finland has decided to exercise its redemption right pursuant to the Finnish Companies Act and to redeem all the Shares held by any other remaining shareholders in Tikkurila. To implement the redemption of the remaining Shares, PPG Finland will initiate arbitration proceedings as soon as possible as provided in the Finnish Companies Act. In such redemption proceedings, PPG Finland will demand that the redemption price for the remaining Shares be set at EUR 34.00 per Share, which corresponds to the consideration paid by the Offeror in the Tender Offer in accordance with the terms and conditions of the Tender Offer.
PPG Finland will apply for the shares in Tikkurila to be delisted from Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) as soon as permitted and reasonably practicable under applicable laws and regulations and the rules of Nasdaq Helsinki. To the extent permissible under applicable laws and regulations, the Offeror and its subsidiaries have reserved the right to acquire Shares in Tikkurila in public trading on Nasdaq Helsinki or otherwise.
Nasdaq Helsinki Ltd
Main news media
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Tikkurila offers decorative paints for consumers and professionals for surface protection and decoration. In addition, the Company produces paints and coatings for the metal and wood industries.
Tikkurila’s business highlights high-quality and long-term product development and considerable marketing investments. The Company’s brands include, among others, Tikkurila, Beckers, Alcro, Teks, and Vivacolor. Tikkurila uses the Beckers brand only in its decorative paints in Scandinavian countries as well as in some parts of Eastern Europe under a license from Aktiebolaget Wilh. Becker, obtained in conjunction with its acquisition of Alcro-Beckers AB in 2001. Important factors in the Company’s operations include a functioning and extensive distribution network, diverse services and an efficient supply chain. Tikkurila has seven (7) production facilities in six (6) countries and around two thousand four hundred (2,400) employees. Tikkurila’s products are available in more than forty (40) countries. Further information about Tikkurila may be found from the following website www.tikkurilagroup.fi.
The Offeror manufactures and distributes a broad range of paints, coatings and specialty materials. The Offeror was incorporated in Pennsylvania in 1883. The Offeror’s vision is to be the world’s leading coatings company by consistently delivering high-quality, innovative and sustainable solutions that customers trust to protect and beautify their products and surroundings. The Offeror has a proud heritage and demonstrated commitment to innovation, sustainability, community engagement and developing leading-edge paint, coatings and specialty materials technologies. Through dedication and industry-leading expertise, the Offeror solves its customers’ biggest challenges, collaborating closely to find the right path forward. The Offeror is a global leader, serving customers in construction, consumer products, industrial and transportation markets and aftermarkets with manufacturing facilities and equity affiliates in more than seventy (70) countries. It has approximately forty-seven thousand (47,000) employees. Further information about the Offeror may be found from the following website www.ppg.com.
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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT 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, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
This stock exchange 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 stock exchange release.
Tikkurila is a leading Nordic paint company with expertise that spans decades. We develop premium products and services that provide our customers with quality that will stand the test of time and weather. We operate in seven countries and our 2,400 dedicated professionals share the joy of building a vivid future through surfaces that make a difference. In 2020, our revenue totaled EUR 582 million. The company is listed on Nasdaq Helsinki. Nordic quality from start to finish since 1862.