Nasdaq Helsinki Ltd
Announcement from the exchange
PPG Industries, Inc. and Tikkurila Oyj have agreed on an amendment to the
combination agreement to increase the offer price to EUR 27.75 per share; the
voluntary recommended public cash tender offer for all the shares in Tikkurila
Oyj expec
PPG INDUSTRIES, INC.
January 5, 2021 at
11.15 pm. 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. and Tikkurila Oyj have agreed on an amendment to the
combination agreement to increase the offer price to EUR 27.75 per share; the
voluntary recommended public cash tender offer for all the shares in Tikkurila
Oyj expected to commence on or about January 15, 2021
PPG Industries, Inc. (“PPG” or the “Offeror”), a corporation incorporated under
the laws of Pennsylvania, and Tikkurila Oyj (“Tikkurila” or the “Company”)
announced on December 18, 2020 that they have entered into a combination
agreement (the “Combination Agreement”), pursuant to which the Offeror will
make a voluntary recommended public cash tender offer for all the issued and
outstanding shares in the Company (the “Shares”) that are not held by the
Company or any of its subsidiaries (the “Tender Offer”). The Offeror and the
Company have today 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 as described below. The
Tender Offer values the Company’s total equity at approximately EUR 1.22
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.
The Offer Price represents a premium of approximately 84.5 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 89.1 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 97.3 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.
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 (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 15, 2021, and to expire on or about March 15, 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.
Advisers
Tikkurila has appointed Skandinaviska Enskilda Banken AB (publ), Helsinki
branch 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. The
Offeror has appointed Danske Bank A/S, Finland Branch as the arranger of the
Tender Offer.
DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media
IMPORTANT INFORMATION
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, if any, 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 will be made to the Company’s
shareholders resident in the United States on the same terms and conditions as
those that will be 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 the stock exchange release regarding the Tender Offer on December 18,
2020 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.
Forward-looking statements
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.
Disclaimers
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.
Danske Bank A/S, Finland Branch, acting exclusively as an arranger in relation
to the Tender Offer, will not regard any other person than the Offeror 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
nor for providing advice in relation to the Tender Offer or any other
transaction or arrangement referred to in this document.