PITTSBURGH--(BUSINESS WIRE)--PPG (NYSE:PPG) and Tikkurila (NASDAQ OMX:TIK1V) today announced the companies have entered into an amendment to the previously announced definitive combination agreement, pursuant to which PPG will improve its recommended offer to acquire all issued and outstanding stock of Tikkurila in an all-cash transaction. Under the improved offer, Tikkurila shareholders would receive €34.00 in cash for each share of Tikkurila stock they own, for a total transaction value of approximately €1.52 billion, including the assumption of debt and cash.
The improved offer follows Tikkurila’s receipt of a competing offer from AkzoNobel (AMS:AKZA) on January 28, 2021. Tikkurila confirmed it held discussions with AkzoNobel early in the fourth quarter of 2020, prior to PPG’s December 2020 recommended offer to acquire Tikkurila.
Based on PPG’s improved offer, certain major shareholders of Tikkurila, representing approximately 29.34% ownership in the aggregate, have unconditionally agreed to sell their shares to PPG subject to applicable regulatory approvals.
PPG’s improved offer provides for an increased price per share and other enhanced terms and conditions, including:
- A premium of 8.8% compared to the competing offer from AkzoNobel, maximizing value for all of Tikkurila’s shareholders;
- Expected closing as early as March or early in the second quarter of 2021;
- Regulatory process progressing in line with expected closing date, which represents a significantly quicker timeline than the transaction proposed by AkzoNobel and enabling closing ahead of Tikkurila’s annual peak season in the second and third quarters;
- Enhanced deal certainty by lowering the tender acceptance threshold from 90% to 66.7% and providing certain additional regulatory undertakings; and
- A far more certain and attractive future for Tikkurila’s business, employees, and stakeholders by preserving the company in its entirety, without the disruption and dislocation of divestitures possibly including certain Tikkurila businesses, regulatory uncertainty and the extended timeline required by AkzoNobel’s proposal.
Tikkurila’s Board of Directors has determined PPG’s revised offer to be superior to the competing offer from AkzoNobel on the basis of price, certainty, timing, and stakeholder considerations, and Tikkurila’s Board therefore has unanimously recommended Tikkurila’s shareholders accept PPG’s improved offer.
“From a strategic and shareholder value creation perspective, an acquisition of Tikkurila remains an attractive opportunity for PPG. Our improved offer reflects further analysis of the potential transaction synergies and the confidence we have in the value that can be realized by joining our two companies,” said Michael McGarry, PPG chairman and chief executive officer. “We appreciate the assessment of Tikkurila’s Board of Directors, in light of its fiduciary duty and its fair consideration of both offers. They properly concluded that PPG’s improved offer is clearly superior, can be completed more quickly, is significantly less complex and more certain and is in the best interest of Tikkurila and all of its stakeholders, especially considering its employees. We look forward to bringing Tikkurila and PPG together as a combined company for the benefit of our customers, employees, and communities early this year.”
The tender offer for all outstanding shares began on January 15, and is expected to expire on March 15 unless extended by PPG. PPG expects the transaction to close as early as March or early in the second quarter of 2021, subject to customary closing conditions. Tikkurila has announced that 2020 revenue increased by 3% to approximately €582 million.
Additional details about the tender offer are contained in the attached Nasdaq Helsinki stock exchange release.
PPG: WE PROTECT AND BEAUTIFY THE WORLD™
At PPG (NYSE:PPG), we work every day to develop and deliver the paints, coatings and materials that our customers have trusted for more than 135 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $15.1 billion in 2019. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.
Tikkurila was established in 1862, and is headquartered in Vantaa, Finland. Tikkurila operates in eleven countries and its 2,700 dedicated professionals share the joy of building a vivid future through surfaces that make a difference. The company is a leading producer and distributor of decorative paint and coatings with more than 80% of its revenue coming from Finland, Sweden, Russia, Poland, and the Baltic states. Tikkurila develops premium products and services that provide its customers with quality that will stand the test of time and weather. In 2019, revenue totaled EUR 564 million. The company is listed on Nasdaq Helsinki.
The forward-looking statements contained herein include statements relating to the timing of and expected benefits of the Tikkurila acquisition. Actual events may differ materially from current expectations and are subject to a number of risks and uncertainties, including the satisfaction of the conditions of the acquisition and other risks related to completion of the acquisition and actions related thereto; the parties’ ability to complete the acquisition on the anticipated terms and schedule, including the ability to obtain regulatory approvals; the ability of PPG to achieve the expected benefits of the acquisition; and the other risks and uncertainties discussed in PPG’s periodic reports on Form 10-K and Form 10-Q and its current reports on Form 8-K filed with the Securities and Exchange Commission.
We protect and beautify the world is a trademark and the PPG Logo is a registered trademark of PPG Industries Ohio, Inc.
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. In total, 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 compared to 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 offer to 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 of the 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 will supplement 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.
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.
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Nasdaq Helsinki Ltd
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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.
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.
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 licensed under the laws of such jurisdiction.