Nasdaq Helsinki Ltd: Final Results of the Subsequent Offer Period of Orkla ASA's Public Cash Tender Offer for Kotipizza Group Oyj

Final Results of the Subsequent Offer Period of Orkla ASA's Public Cash Tender
Offer for Kotipizza Group Oyj 

Orkla ASA
Stock Exchange Release
6 February 2019 at 12:15 p.m. (EET)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR
IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW. FOR FURTHER INFORMATION, SEE SECTION "IMPORTANT INFORMATION"
BELOW. 

Final Results of the Subsequent Offer Period of Orkla ASA's Public Cash Tender
Offer for Kotipizza Group Oyj 

Orkla ASA ("Orkla" or the "Offeror") and Kotipizza Group Oyj ("Kotipizza")
announced on 22 November 2018 that they had on 22 November 2018 entered into a
combination agreement pursuant to which Orkla undertook to make a voluntary
recommended public cash tender offer to purchase all of the issued and
outstanding shares in Kotipizza that are not owned by Kotipizza or any of its
subsidiaries (the "Tender Offer"). The subsequent offer period under the Tender
Offer (the "Subsequent Offer Period") commenced on 21 January 2019 at 9:30 a.m.
and expired on 4 February 2019 at 4:00 p.m. (Finnish time). 

According to the final results of the Subsequent Offer Period, the shares
tendered during the Subsequent Offer Period represent approximately 0.56% of
all the shares and votes in Kotipizza. Together with the shares tendered during
the actual offer period and otherwise acquired by the Offeror through market
purchases, the shares acquired by the Offeror in connection with the Tender
Offer represent approximately 99.30% of all the shares and votes in Kotipizza. 

The offer consideration for the shares validly tendered during the Subsequent
Offer Period will be paid to the shareholders on or about 8 February 2019 in
accordance with the payment procedures described in the terms and conditions of
the Tender Offer. 

It is the Offeror's intention to acquire all the shares in Kotipizza. The
Offeror has on 23 January 2019 filed an application with the Redemption Board
of the Finland Chamber of Commerce to initiate compulsory redemption
proceedings for the remaining Kotipizza shares under the Finnish Companies Act. 

The Offeror may continue to acquire Kotipizza shares in public trading on
Nasdaq Helsinki or otherwise outside the Tender Offer. 

The Offeror intends to cause the shares of Kotipizza to be delisted from Nasdaq
Helsinki Ltd. as soon as permitted and practicable under applicable laws. 

Media Enquiries:



Håkon Mageli

Group Director, Corporate Communications & Corporate Affairs

[phone]

[e-mail]



Rabbe Wikström

Senior Advisor

[phone]

[e-mail]



Tommi Tervanen

CEO, Kotipizza Group Oyj

[phone]

[e-mail]



Investor Enquiries:



Thomas Ljungqvist

SVP Investor Relations, Orkla ASA

[phone]

[e-mail]



Timo Pirskanen

CFO and Deputy to the CEO, Kotipizza Group Oyj

[phone]

[e-mail]



ABOUT ORKLA

Orkla is a leading supplier of branded consumer goods and concept solutions to
the consumer, out-of-home and bakery markets in the Nordics, Baltics and
selected markets in Central Europe and India. Orkla is listed on the Oslo Stock
Exchange and its head office is in Oslo. In 2017, the Group had a turnover of
NOK 40 billion, and approximately 18,000 employees as of 31 December 2017. 

ABOUT KOTIPIZZA

Kotipizza is a Finnish pizza chain founded in 1987. At the end of financial
year 2017, the number of restaurants stood at 266. In the financial year 2017,
the total sales of Kotipizza restaurants amounted to EUR 106.3 million. The
Kotipizza chain and Kotipizza Oyj operating the chain are part of the Kotipizza
Group, alongside the supply and logistics company Helsinki Foodstock Oy,
Chalupa Oy that operates the Mexican-style restaurant chain Chalupa, The Social
Burger Joint Oy that operates the Social Burgerjoint restaurant chain, as well
as the No Pizza restaurant concept, aimed for international markets, that
opened its first restaurant in June 2018. 

In the financial year 2017, Helsinki Foodstock had net sales of EUR 64.2
million and the total sales of Chalupa restaurants were EUR 1.86 million. In
the same period, the Kotipizza Group had total net sales of EUR 84.1 million
with EBIT of EUR 6.4 million. 

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR
HONG KONG 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, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER
OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN 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 AND THE SHARES WILL NOT BE ACCEPTED FOR
PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE MAKING OR ACCEPTANCE OF SUCH TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE ANY REGISTRATION,
APPROVAL OR FURTHER MEASURES WITH ANY REGULATORY AUHORITY NOT EXPRESSLY
CONTEMPLATED BY THE TENDER OFFER DOCUMENT. THE TENDER OFFER DOCUMENT AND
RELATED ACCEPTANCE FORMS AS WELL AS OTHER RELATED MATERIAL WILL NOT AND MAY NOT
BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE IT
WOULD BE PROHIBITED BY THE APPLICABLE LAWS AND REGULATIONS. IN PARTICULAR, THE
TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE
OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING,
WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET)
OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL
SECURITIES EXCHANGE OF, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE,
MEANS OR INSTRUMENTALITY OR FROM WITHIN, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG. 

THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS
ACT 2000 ("FSMA"). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER
DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED
TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE
COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL
PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION
BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE
DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER
CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005. 

Notice to U.S. Shareholders

U.S. shareholders are advised that the shares of Kotipizza are not listed on a
U.S. securities exchange and that Kotipizza is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934 (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 made to Kotipizza's shareholders resident in the United States on the
same terms and conditions as those made to all other shareholders of Kotipizza
to whom an offer is made. Any information documents, including the tender offer
document, are being disseminated to U.S. shareholders on a basis comparable to
the method that such documents are provided to Kotipizza's other shareholders. 

The Tender Offer is made for the issued and outstanding shares in Kotipizza,
which is domiciled in Finland. Information distributed in connection with the
Tender Offer is subject to the disclosure requirements of Finland, which are
different from those of the United States. In particular, the financial
statements and financial information included in the tender offer document have
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. 

It may be difficult for Kotipizza's shareholders to enforce their rights and
any claims they may have arising under the federal securities laws, since Orkla
and Kotipizza are located in non-U.S. jurisdictions, and some or all of their
respective officers and directors may be residents of non-U.S. jurisdictions.
Kotipizza's shareholders may not be able to sue Orkla or Kotipizza or their
respective officers or directors in a non-U.S. court for violations of the U.S.
securities laws. It may be difficult to compel Orkla and Kotipizza and their
respective affiliates to subject themselves to a U.S. court's judgment. 

The Tender Offer is made in the United States pursuant to Section 14(e) and
Regulation 14E under the Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Finnish law. Accordingly, the
Tender Offer will be subject to disclosure and other procedural requirements,
including with respect to the offer timetable, settlement procedures and timing
of payments that are different from those applicable under U.S. domestic tender
offer procedures and law. 

To the extent permissible under applicable law or regulations, Orkla and its
affiliates or brokers (acting as agents for Orkla or its affiliates, as
applicable) may from time to time, and other than pursuant to the Tender Offer,
directly or indirectly, purchase or arrange to purchase, the shares of
Kotipizza or any securities that are convertible into, exchangeable for or
exercisable for such shares of Kotipizza. 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 Kotipizza of such
information. In addition, the financial advisers to Orkla may also engage in
ordinary course trading activities in securities of Kotipizza, which may
include purchases or arrangements to purchase such securities. 

Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, or passed any comment upon the adequacy or
completeness of any tender offer document. Any representation to the contrary
is a criminal offence in the United States.