Nasdaq Helsinki Ltd
Announcement from the exchange
PPG Industries, Inc. to increase the offer price to EUR 34.00 per share and
amend certain other terms of the offer; PPG and Tikkurila Oyj have agreed on an
amendment to the combination agreement
PPG Industries, Inc. to increase the offer price to EUR 34.00 per share and
amend certain other terms of the offer; PPG and Tikkurila Oyj have agreed on an
amendment to the combination agreement
PPG INDUSTRIES, INC.
February 4, 2021 at 9.35 a.m. 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.
Highlights of the Improved Tender Offer by PPG Industries, Inc.
-- PPG Industries Inc. to increase the Offer Price to EUR 34.00 per share
(previously EUR 27.75 per share, initially EUR 25.00 per share)
-- The Offer Price in the Improved Tender Offer represents a premium of
approximately 8.8 per cent compared to the Potential Competing Offer from
AkzoNobel
.
-- To increase deal certainty, the Offeror has changed the condition for
completion of the Improved Tender Offer concerning the minimum acceptance
level by lowering the relevant threshold from more than 90 per cent to more
than 66.7 per cent.
-- In addition, the Offeror has provided additional undertakings for the
obtaining of the regulatory approvals in order to ensure completion of the
Improved Tender Offer.
-- Certain major shareholders of Tikkurila, Varma Mutual Pension Insurance
Company, Mandatum Life Insurance Company Limited and Kaleva Mutual
Insurance Company, representing in the aggregate approximately 9.32 per
cent of the shares in the Company, have unconditionally agreed to sell
their Shares to the Offeror. In addition, Oras Invest Oy has agreed to an
unconditional irrevocable undertaking to accept the Improved Tender Offer
and has also unconditionally agreed to sell its Shares to the Offeror upon
the receipt by the Offeror of the necessary regulatory approvals. Intotal,
the Shares subject to sale to the Offeror represent in the aggregate
approximately 29.34 per cent of the shares in the Company.
-- The Offeror expects that the Improved Tender Offer can close as early as
March in accordance with the original preliminary time schedule set forth
in terms and conditions of the Tender Offer or early in the second quarter
of 2021. Regulatory approvals are progressing in line with this schedule.
-- The members of the Board of Directors who participated in the
decision-making have unanimously decided to recommend that the shareholders
of the Company accept the Improved Tender Offer.
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 entered into a combination agreement
(the “Combination Agreement”), pursuant to which the Offeror has made 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 initial cash consideration offered for
each Share in the tender offer was increased by PPG for the first time in
response to a proposal regarding a competing offer received by the Company from
Hempel A/S (“Hempel”), to EUR 27.75 (prior to the first amendment: EUR 25.00),
as announced on January 5, 2021. The tender offer commenced on January 15, 2021
and is currently ongoing.
On January 28, 2021, the Company received a proposal regarding a potential
competing offer (the “Potential Competing Offer”) by Akzo Nobel N.V.
(“AkzoNobel”). Following a careful review of the Potential Competing Offer by
the Board of Directors of Tikkurila (the “Board of Directors”), the Offeror and
the Company have today entered into an amendment to the Combination Agreement,
according to which the Offeror has, among other things, agreed to increase the
cash consideration offered for each Share in the tender offer to EUR 34.00 (the
“Offer Price”) (prior to the second amendment: EUR 27.75), subject to possible
adjustments as described below (the “Improved Tender Offer”). The Offer Price
in the Improved Tender Offer represents a premium of 8.8 per cent comparedto
the Potential Competing Offer from AkzoNobel. The Improved Tender Offer values
the Company’s total equity at approximately EUR 1.5 billion.
The Offer Price in the Improved Tender Offer represents a premium of
approximately 126.1 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 131.7 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 141.7 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 Company was in discussions with AkzoNobel with respect to a potential
acquisition of the Company prior to the Company’s decision to enter into the
Combination Agreement with PPG in December 2020. Following the announcement of
the Combination Agreement with PPG, AkzoNobel announced the Potential Competing
Offer on January 18, 2021, and the Board of Directors provided AkzoNobel a
corresponding possibility to make a binding offer for the shares of Tikkurila
and provided AkzoNobel a corresponding opportunity to conduct due diligence and
access to Tikkurila’s management. Following such due diligence review, on
January 28, 2021, AkzoNobel delivered to the Board of Directors a proposal for
an offerto acquire all issued and outstanding shares of Tikkurila at an offer
price of EUR 31.25 per share. AkzoNobel’s Potential Competing Offer was
conditioned on the Board of Directors recommending AkzoNobel’s Potential
Competing Offer and AkzoNobel obtaining an irrevocable undertaking from Oras
Invest Oy to accept AkzoNobel's Potential Competing Offer. Additionally, the
completion of the Potential Competing Offer was subject to customary conditions
substantially similar to those included in the tender offer document published
by PPG, dated January 14, 2021, including among others exceeding a 90 per cent
acceptance level and obtaining required regulatory approvals. AkzoNobel’s
Potential Competing Offer also contemplated a sale of certain AkzoNobel
businesses to Hempel and a potential divestment of certain of the Company’s
businesses as part of its transaction, leading to a potentially more complex
process.
Following receipt of AkzoNobel’s Potential Competing Offer, the Board of
Directors has carefully assessed the Potential Competing Offer and, in
accordance with the Board of Directors’ obligations under applicable laws and
regulations as well as the Combination Agreement, negotiated with PPG with
respect to potential amendments to the Combination Agreement and tender offer.
Under the Combination Agreement, PPG had to be given at least five (5) business
days’ period allowing PPG to negotiate for potential amendments. The Board of
Directors, in consultation with its financial and legal advisors, has carefully
compared the Potential Competing Offer with the Improved Tender Offer proposed
by PPG. The Board of Directors has also considered the need for stable
operating conditions for the Company’s business and personnel ahead of an
important sales season in order to minimize any adverse impacts caused by a
lengthy transaction process.
In connection with increasing the Offer Price, PPG proposed to change the
condition for completion of the Improved Tender Offer concerning the minimum
acceptance level by lowering the relevant threshold from more than 90 per cent
to more than 66.7 per cent , in order to provide additional deal certainty to
the Company and its shareholders. In addition, PPG agreed to provide additional
undertakings for the obtaining of the regulatory approvals in order to ensure
completion ofthe Improved Tender Offer. PPG has already significantly
progressed the regulatory review of its transaction, including formally filing
the transaction with the competition authorities of the European Commission
this week. In addition, in connection with the significant increase in the
Offer Price and enhancements to deal certainty, and to reflect the costs
incurred, PPG requested that Tikkurila increases the termination fee payable to
PPG in the event the Combination Agreement is terminated due to certain reasons
specified in the Combination Agreement, such as the Board of Directors
withdrawing, modifying or changing its recommendation regarding PPG’s Improved
Tender Offer.
Following extensive review and discussions and after having regarded factors
such as deal certainty for the Company and its shareholders, timeline to
closing, including the fact that the regulatory process for PPG’s Improved
Tender Offer is well advanced, and potential disruption for the Company and its
employees and other stakeholders, and after consultation with its financial and
legal advisors, the Board of Directors has assessed PPG’s Improved Tender Offer
in comparison with AkzoNobel’s Potential Competing Offer. The Board of
Directors has concluded that following the significant increase in the Offer
Price by PPG, together with the other amended terms and conditions of the
Improved Tender Offer and deal certainty aspects related to the timing in
obtaining required approvals from the regulatory authorities, the Improved
Tender Offer by PPG is more beneficial for the Company, its shareholders and
other stakeholders as compared to the Potential Competing Offer received from
AkzoNobel. Therefore, the members of the Board of Directors who participated in
the decision-making have unanimously decided to recommend that the shareholders
of the Company accept the Improved Tender Offer. The Board of Directors will
update its statement regarding the tender offer that was issued and announced
on January 13, 2021.
The Company has been informed that, in connection with the significantly
increased Offer Price and other amendments to the terms and conditions of PPG’s
Improved Tender Offer, certain major shareholders of Tikkurila, i.e. Varma
Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited and
Kaleva Mutual Insurance Company, representing in the aggregate approximately
9.32 per cent of the shares in the Company, have unconditionally agreed to sell
their Shares to the Offeror and Oras Invest Oy has given an unconditional
irrevocable undertaking to accept the Improved Tender Offer. In addition, Oras
Invest Oy has unconditionally agreed to sell and PPG has agreed to purchase the
Shares owned by Oras Invest Oy following receipt of the necessary regulatory
approvals. In total, upon completion of the sales of Shares, PPG will own in
the aggregate approximately 29.34 per cent of the Shares in the Company.
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 Improved Tender Offer, the Offer Price shall be adjusted
accordingly on a euro-for-euro basis.
The Offeror published the tender offer document with detailed information on
the tender offer on January 14, 2021. The offer period commenced on January 15,
2021, and will expire on March 15, 2021, unless the Offeror extends the offer
period in order to satisfy the conditions to completion of the Improved Tender
Offer, including, among others, receipt of the relevant regulatory approvals.
The Offeror willsupplement the tender offer document with the increased Offer
Price and the other amended terms and conditions and will publish a supplement
to the tender offer document once it has been approved by the Finnish Financial
Supervisory Authority. The Improved Tender Offer is currently expected to be
completed in March or at the beginning of the second quarter of 2021. The same
increased Offer Price is offered for all shares in the Improved Tender Offer,
also for those who have already accepted the tender offer by PPG.
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 and D.F.
King & Co, Inc. and D.F. King Ltd as the information agent.
For more information, please contact:
John Bruno
Investor Relations
+1-412-434-3466
jbruno@ppg.com
investor.ppg.com
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 is being 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 being 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 is being made to the Company’s
shareholders resident in the United States on the same terms and conditions as
those that are being made to all other shareholders of the Company to whom an
offer is being 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.
The Offeror has retained D.F. King & Co, Inc. and D.F. King Ltd (together
“Information Agent”) to be the information agent in connection with the Tender
Offer. The Information Agent may contact holders of Shares by mail, telephone,
telecopy, telegraph and personal interview and may request banks, brokers,
dealers and other nominees to forward materials relating to the Tender Offer to
beneficial owners of Shares.
The Information Agent will receive reasonable and customary compensation for
their respective services in connection with the Tender Offer, will be
reimbursed for reasonable out-of-pocket expenses and will be indemnified
against certain liabilities and expenses in connection therewith, including
certain liabilities under local securities laws.
The Offeror will not pay any fees or commissions to any broker or dealer or to
any other person (other than to the depositary and the Information Agent) in
connection with the solicitation of tenders of Shares pursuant to the Tender
Offer. In those jurisdictions where applicable laws require the Tender Offer to
be made by a licensed broker or dealer, the Tender Offer shall be deemed to be
made on behalf of the Offeror by one or more registered brokers or dealers
licensedunder the laws of such jurisdiction.