PPG Industries, Inc. announces a voluntary recommended public cash tender offer for all the shares in Tikkurila Oyj
December 18, 2020 at 9:00 EET
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.
PPG Industries, Inc. announces a voluntary recommended public cash tender offer for all the shares in Tikkurila Oyj
PPG Industries, Inc. (“PPG” or the “Offeror”), a public company incorporated under the laws of Pennsylvania, and Tikkurila Oyj (“Tikkurila” or the “Company”) have on December 18, 2020 entered into a combination agreement (the “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 (the “Shares”) that are not held by the Company or any of its subsidiaries (the “Tender Offer”). In the Tender Offer, the Company’s shareholders will be offered a cash consideration of EUR 25.00 for each Share validly tendered in the Tender Offer (the “Offer Price”), subject to possible adjustments as described under section “Offer Price”. The Tender Offer values the Company’s total equity at approximately EUR 1.1 billion. The members of the board of directors of the Company (the “Board of Directors”), who participated in the decision-making have unanimously decided to recommend that the shareholders of the Company accept the Tender Offer.
Key highlights and summary of the Tender Offer
- The Offer Price represents a premium of approximately 66.2 per cent compared to the closing price of the Shares on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on December 17, 2020, the last trading day prior to the announcement of the Tender Offer; approximately 70.3 per cent compared to the volume-weighted average trading price of the Shares on Nasdaq Helsinki during the three-month period prior to and up to the date of the announcement of the Tender Offer; and approximately 77.8 per cent compared to the volume-weighted average trading price of the Shares on Nasdaq Helsinki during the 12-month period prior to and up to the date of the announcement of the Tender Offer.
- The Offeror sees significant value and potential in Tikkurila and accordingly expects to make substantial investments in Tikkurila’s technology, infrastructure and people, as well as provide Tikkurila access to PPG’s global diversified paints, coatings and speciality coatings offerings on which Tikkurila will be able to build and further deepen its customer relationships, develop lateral products and access additional geographies.
- The completion of the Tender Offer is not expected to have any immediate material effects on the operations or the position of the management or employees of the Company.
- 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 aggregate approximately 29.34 per cent of the shares and votes in the Company, have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer.
- The Offeror has secured the required financing to finance the Tender Offer at completion in accordance with its terms, and compulsory redemption proceedings, if any, in accordance with the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”).
- The Offeror expects to publish a tender offer document (the “Tender Offer Document”) with detailed information on the Tender Offer on or about January 15, 2021. The offer period under the Tender Offer is expected to commence on or about January 18, 2021, and to expire on or about March 12, 2021, unless the Offeror extends the offer period in order to satisfy the conditions to completion of the Tender Offer, including, among others, receipt of the relevant regulatory approvals. The Tender Offer is currently expected to be completed during the first half of 2021.
- 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.
Michael McGarry, Chairman and Chief Executive Officer of PPG:
“The combination of PPG and Tikkurila is extremely complementary, both geographically and from a decorative brand perspective. We have long admired Tikkurila’s rich history of establishing very strong decorative brands and product offerings in several northern and eastern European countries where PPG has minimal decorative presence.
We will be able to provide customers with even more paint and coatings options by bringing together Tikkurila’s high-quality and environmentally friendly decorative products and distribution capabilities in these countries with PPG’s well-respected industrial and protective coatings. In addition, the combination will provide new cross-selling opportunities, growth opportunities for employees, and product solutions for new segments and customers. We look forward to welcoming the Tikkurila team to PPG and working with them to drive future growth.”
Heikki Westerlund, member of the Board of Directors of Tikkurila and Chairman of the Committee representing the independent Members of the Board of Tikkurila:
“During the last couple of years Tikkurila has made extremely good progress in improving its profitability and efficiency. The Board of Directors have supported the company’s vision and strategy to continue to grow profitably. However, the speed of consolidation in the paint industry is accelerating. The Board of Directors did not initiate this process, but since we were contacted, we have analysed the offer based on the framework provided by the Helsinki Takeover Code. We have carefully considered the offeror’s ability to become a good and strong owner of Tikkurila. Tikkurila may benefit from PPG’s long-term expertise in R&D, raw material sourcing and strong presence in industrial products. We have further taken into account the position and future possibilities of personnel as part of a larger entity, as well as the offeror’s strategy in terms of following principles of sustainability. Consistent with this view and considering the fair price offered to the shareholders, the Board of Directors sees that the offer presents both a fair and reasonable alternative for Tikkurila and its shareholders.”
Elisa Markula, CEO of Tikkurila:
“Tikkurila has made a successful turnaround and improved its performance significantly during the last three years thanks to its clear strategic action plan and personnel committed to targets. Further, we have increased sales of our quality brands, improved our operational and commercial excellence and focused on efficiency of all operations. Tikkurila is a leader for decorative paints in Russia, Sweden, Finland and the Baltics. I see great potential in Tikkurila, and I consider the tender offer as an evidence of the good progress we have made.”
Annika Paasikivi, CEO of Oras Invest Oy:
“Over the years we have supported Tikkurila’s journey as a leading paints and coatings company in the Nordic countries and Eastern Europe. As PPG approached the Board of Directors of Tikkurila with a concrete proposal, we wanted to ensure the best solution for both Tikkurila and its shareholders. We have confidence in PPG’s plans to develop Tikkurila to become an even stronger company, and have after careful consideration, undertaken to accept the tender offer as per our 20.01 per cent shareholding. Now that one successful phase comes to an end and another is about to begin, we would like to express our deep gratitude to Tikkurila’s personnel, management and the Board of Directors for consistent and long-term work to develop the company. We would also like to thank other significant owners and investors for the good cooperation.”
Background and strategic rationale of the Tender Offer
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.
PPG: WE PROTECT AND BEAUTIFY THE WORLD™
PPG develops and delivers paints, coatings and speciality materials that customers have trusted in for more than 135 years. Through dedication and industry-leading expertise, PPG solves customers’ biggest challenges, collaborating closely to find the right path forward. PPG has a long heritage of, and commitment to, innovation, sustainable product development and community engagement. PPG has approximately 47,000 employees in 70 countries. PPG serves customers in construction, consumer products, industrial and transportation markets and aftermarkets. PPG’s shares are subject to trading on the New York Stock Exchange. To learn more, visit www.ppg.com.
Tikkurila offers a broad range of decorative paints for consumers and professionals for surface protection and decoration. The product offering includes, among others, interior paints, lacquers, and effect products, exterior products for wood, masonry, and metal surfaces, as well as services related to painting. In addition, Tikkurila produces paints and coatings for the metal and wood industries.
Tikkurila’s business highlights strong brands generated through high-quality and long-term product development and considerable marketing investments. Tikkurila’s brands include, among others, Tikkurila, Beckers, Alcro, Teks, and Vivacolor. In addition to the strong brands, important factors in Tikkurila’s operations include a functioning and extensive distribution network, diverse services and an efficient supply chain. Consumers and professionals are the end users of Tikkurila’s products and services.
Tikkurila has seven production facilities in six countries and around 2,700 employees. Tikkurila’s products are
available in more than 40 countries. Tikkurila’s Shares have been listed on the official list of Nasdaq Helsinki since 2010.
The Tender Offer in brief
The Offeror and the Company have on December 18, 2020, entered into a Combination Agreement pursuant to which the Offeror will make the Tender Offer. A brief summary of the Combination Agreement has been provided below under the section “The Combination Agreement”.
The Offeror and the Company have undertaken to comply with the Helsinki Takeover Code issued by the Finnish Securities Market Association (the “Helsinki Takeover Code”).
As at the date of this announcement, Tikkurila has 44,108,252 issued shares, of which 44,105,881 are outstanding Shares and 2,371 of which are held in treasury. As at the date of this announcement, the Offeror does not hold any Shares in the Company.
The Offeror reserves the right to acquire Shares during the offer period (including any extension thereof and any subsequent offer period) in public trading on Nasdaq Helsinki or otherwise outside of the Tender Offer.
The Offer Price
The Offer Price is EUR 25.00 in cash for each Share validly tendered in the Tender Offer, subject to any adjustments as set out below.
The Offer Price represents a premium of:
- approximately 66.2 per cent compared to the closing price of the Shares on Nasdaq Helsinki on December 17, 2020, the last trading day prior to the announcement of the Tender Offer;
- approximately 70.3 per cent compared to the volume-weighted average trading price of the Shares on Nasdaq Helsinki during the three-month period prior to and up to the date of the announcement of the Tender Offer; and
- approximately 77.8 per cent compared to the volume-weighted average trading price of the Shares on Nasdaq Helsinki during the 12-month period prior to and up to the date of the announcement of the Tender Offer.
The Offer Price has been determined based on 44,105,881 Shares. Should the Company change the number of Shares as a result of a new issue, reclassification, stock split (including a reverse split) or any other similar transaction with a dilutive effect, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Tender Offer, the Offer Price shall be adjusted accordingly on a euro-for-euro basis.
The offer period
The offer period under the Tender Offer is expected to commence on or about January 18, 2021, and to expire on or about March 12, 2021. The Offeror reserves the right to extend the offer period from time to time in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations, in order to satisfy the conditions to completion of the Tender Offer, including, among others, the receipt of approvals from relevant competition authorities or other regulatory authorities as set out in the Combination Agreement (or, where applicable, expiry of relevant waiting periods) (the “Regulatory Approvals”). The Tender Offer is currently expected to be completed during the first half of 2021. For further information, see “Regulatory Approvals”.
The detailed terms and conditions of the Tender Offer as well as instructions on how to accept the Tender Offer will be included in the Tender Offer Document, which the Offeror expects to publish on or about January 15, 2021.
Recommendation by the Board of Directors of Tikkurila
The members of the Board of Directors of Tikkurila, who participated in the decision-making, have unanimously, subject to the terms and conditions of the Combination Agreement and its fiduciary duties under Finnish laws and regulations (including the Helsinki Takeover Code), decided to recommend that the shareholders of the Company accept the Tender Offer. The Board of Directors will issue its statement on the Tender Offer in accordance with the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”) before the commencement of the offer period. To support its assessment of the Tender Offer, the Board of Directors of the Company has received a fairness opinion from the Company’s financial adviser Skandinaviska Enskilda Banken AB (publ), Helsinki branch (“SEB”), according to which the Offer Price is fair from a financial point of view from the perspective of the shareholders of the Company. The complete fairness opinion will be attached to the statement of the Board of Directors.
The statement of the Board of Directors in accordance with the Finnish Securities Markets Act regarding the Tender Offer will be published prior to the commencement of the offer period and appended to the Tender Offer Document.
Support by certain major shareholders of Tikkurila
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, together representing approximately 29.34 per cent of all the shares and votes in the Company, have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions.
Conditions to completion of the Tender Offer
A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the “Conditions to Completion”) are fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act, or, to the extent permitted by applicable law, their fulfilment is waived by the Offeror:
- the Tender Offer has been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis, more than ninety (90) per cent of the Shares and voting rights in the Company calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act governing the right and obligation to commence redemption proceedings (such condition, the “Minimum Condition”);
- the receipt of all necessary regulatory approvals, permits and consents required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer by the Offeror;
- no legislation or other regulation having been issued or decision by a competent court or regulatory authority having been given that would wholly or in any material part prevent or postpone the completion of the Tender Offer;
- no fact or circumstance having arisen after December 18, 2020 that constitutes a material adverse change;
- the Offeror not, after December 18, 2020, having received information previously undisclosed to it that constitutes a material adverse change;
- no information made public by the Company or disclosed by the Company to the Offeror being materially inaccurate, incomplete or misleading and the Company not having failed to make public or disclose any information that should have been made public or disclosed by it under applicable laws, provided that, in each case, the information made public, disclosed or the failure to disclose information constitutes a material adverse change;
- the Combination Agreement having not been terminated in accordance with its terms and remaining in full force and effect and no event having occurred that, with the passage of time, would give the Offeror the right to terminate the Combination Agreement under specified sections of the Combination Agreement that give the Offeror the right to terminate the Combination Agreement in response to a breach of the Combination Agreement by the Company;
- the Board of Directors of the Company having issued its unanimous recommendation that the shareholders of the Company accept the Tender Offer and the recommendation remaining in full force and effect and not having been modified, cancelled or changed (excluding any technical modification or change of the recommendation required under applicable laws or the Helsinki Takeover Code as a result of a competing offer so long as the recommendation to accept the Tender Offer is upheld); and
- the undertakings by Oras Invest Oy, Varma Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited and Kaleva Mutual Insurance Company to accept the Tender Offer remaining in full force and effect in accordance with their terms and not having been modified, cancelled or changed.
The Conditions to Completion set out herein are exhaustive. The Offeror may only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, if the circumstances which give rise to the right to invoke the relevant Condition to Completion have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the Regulations and Guidelines 9/2013 (Takeover bids and mandatory bids) of the Finnish Financial Supervisory Authority, and the Helsinki Takeover Code. The Offeror reserves the right to waive, to the extent permitted by applicable laws and regulations, any of the Conditions to Completion that have not been fulfilled, including, for the avoidance of doubt, reducing the Minimum Condition. If all Conditions to Completion have been fulfilled or waived by the Offeror no later than at the time of announcement of the final results of the Tender Offer, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the Offer Period by purchasing Shares validly tendered in the Tender Offer and paying the Offer Price to the shareholders that have validly accepted the Tender Offer.
The Offeror will, as soon as reasonably practicable, make all material and customary submissions, notifications and filings (or draft notifications as appropriate) required to obtain the Regulatory Approvals.
Based on currently available information, the Offeror expects to obtain the Regulatory Approvals and to complete the Tender Offer during the first half of 2021. The Offeror will use its reasonable best efforts to obtain the competition authorities approvals subject to the Conditions to Completion. However, the length of the merger control and foreign investment clearance process is not within the control of the Offeror, and there can be no assurances that clearance will be obtained within the estimated timeframe, or at all.
The Offeror has received debt commitments to finance the Tender Offer at completion and compulsory redemption proceedings, if any. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the Conditions to Completion of the Tender Offer are otherwise satisfied or waived by the Offeror).
Future plans concerning the Shares
The Offeror intends to acquire all the Shares. If as a result of the completion of the Tender Offer, the Offeror’s ownership exceeds 90 per cent of all the Shares and votes in the Company, when calculated together with any Shares otherwise held by the Offeror prior to the date of the announcement of the final result of the Tender Offer, the Offeror intends to commence compulsory redemption proceedings in accordance with the Finnish Companies Act for all the Shares not purchased pursuant to the Tender Offer. Thereafter, the Offeror will apply for the Shares in the Company to be delisted from Nasdaq Helsinki as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of Nasdaq Helsinki.
The Combination Agreement
The Combination Agreement between the Company and the Offeror sets forth the principal terms under which the Offeror will make the Tender Offer.
Under the Combination Agreement, the Board of Directors may, at any time prior to the completion of the Tender Offer, withdraw, modify or amend its recommendation, only if the Board of Directors, on the basis of its fiduciary duties under Finnish laws and regulations (including the Helsinki Takeover Code) and due to a possible superior competing offer or proposal or materially changed circumstances, determines in good faith, after consultation with the Company’s external legal counsel and/or financial advisor, that the acceptance of the Tender Offer would no longer be in the best interest of the holders of the Shares and that the failure to effect a change of recommendation would be a breach of the Board of Director’s fiduciary duties. The Board of Directors may withdraw, modify or amend its recommendation for the Tender Offer in accordance with the above only if the Board of Directors has complied with certain agreed procedures allowing PPG to negotiate with the Board of Directors and to amend the terms and conditions of its Tender Offer pursuant to the Combination Agreement. In considering whether a competing offer or proposal constitutes a superior offer, the Board of Directors of the Company shall take into account all relevant factors, including the terms and conditions of the potential superior offer and whether the potential superior offer is reasonably capable of being consummated on its terms.
The Company has agreed to not, and to cause its subsidiaries and its and their respective officers, directors, employees and other representatives not to, directly or indirectly solicit, initiate or knowingly encourage or facilitate any competing offer prior to the completion of the Tender Offer, except to the extent that the Board of Directors determines in good faith, after having received advice from its external legal counsel and financial advisor, that such measures are necessary in order for the Board of Directors of the Company to comply with its fiduciary duties or the disclosure obligations under applicable Finnish laws, regulations or stock exchange rules.
The Combination Agreement further includes certain customary representations, warranties, covenants and undertakings by both parties, such as conduct of business by Tikkurila in the ordinary course of business before the completion of the Tender Offer and cooperation by the parties in completing the transactions contemplated by the Combination Agreement.
The Combination Agreement may be terminated by Tikkurila or PPG under certain circumstances, including, among others, upon a breach of any warranty or undertaking given by Tikkurila or PPG, subject to materiality thresholds and cure periods. In the event the Combination Agreement is terminated due to certain reasons specified in the Combination Agreement, Tikkurila has agreed to pay PPG a termination fee of an agreed amount.
Tikkurila has appointed SEB as financial adviser and Hannes Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer. The Offeror has appointed PJT Partners LP as financial adviser and Wachtell, Lipton, Rosen & Katz and DLA Piper Finland Attorneys Ltd. as legal advisers in connection with the Tender Offer.
Invitation to live webcast briefing on December 18, 2020 at 2.30 p.m. EET
Tikkurila and the Offeror will arrange a live webcast and conference call in English today on December 18, 2020 at 2.30 p.m. (EET). Because of the time differences, the webcast briefing will be arranged later in the afternoon Helsinki time.
The webcast can be viewed at:
Finland: +358 9 8171 0310
Sweden: +46 8566 42651
UK: +44 33330 00804
US: +1 631 9131422
To join the webcast, participants are kindly requested to register or dial in about 5-10 minutes prior to the start of the event.
By registering to the event or dialing in to the conference call, the participant agrees that personal information such as name and company name will be collected. The conference call will be recorded.
This review and related presentation material will be available http://www.tikkurilagroup.com/investors after the news conference.
Investor and media enquiries (after the news conference) via Outi Katainen, Tikkurila, +358 44 906 2450, email@example.com
THIS 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 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 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. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF 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.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, E-MAIL, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR THROUGH ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
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.
Information for shareholders of Tikkurila in the United States
Shareholders of Tikkurila in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Tikkurila is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Tender Offer will be made for the issued and outstanding shares of Tikkurila, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a “Tier II” tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. The Tender Offer is made to the Company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase the Shares or any securities that are convertible into, exchangeable for or exercisable for the Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of such information. No purchases will be made outside the Tender Offer in the United States by or on behalf of the Offeror. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this stock exchange release. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for the Company’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Company is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of non-U.S. jurisdictions. The Company’s shareholders may not be able to sue the Company or its officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Company and its affiliates to subject themselves to a U.S. court’s judgment.
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.
PJT Partners LP is acting exclusively for the Offeror and no one else in connection with the Tender Offer or the matters referred to in this document, will not regard any other person (whether or not a recipient of this document) as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients or for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.
Skandinaviska Enskilda Banken AB (publ), Helsinki branch, is acting exclusively as the financial adviser for the Company and no one else in connection with the Tender Offer or the matters referred to in this document, will not regard any other person (whether or not a recipient of this document) than the Company as its client in relation to the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.
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 2,700 dedicated professionals share the joy of building a vivid future through surfaces that make a difference. In 2018, our revenue totaled EUR 562 million. The company is listed on Nasdaq Helsinki.
Nordic quality from start to finish since 1862.