Nasdaq Helsinki Ltd: Preato Capital AB commences a mandatory public tender offer for the shares in Yleiselektroniikka on 24 July 2019

Preato Capital AB - Public tender offer



Preato Capital AB commences a mandatory public tender offer for the shares in
Yleiselektroniikka on 24 July 2019 



Preato Capital AB

Stock Exchange Release

22 July 2019 at 12:00 noon



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE
PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. 



Preato Capital AB ("Preato Capital" or the "Offeror") announced on 12 July 2019
a mandatory public tender offer for all shares in Yleiselektroniikka Oyj
("Yleiselektroniikka or the "Company") (the "Takeover Bid"). As at the date of
this stock exchange release, Preato Capital holds a total of 1,567,224 shares
in Yleiselektroniikka corresponding to 61.16 per cent of all the shares and
votes attached to the shares in the Company. As at the date of this stock
exchange release, the Company holds 9,289 treasury shares representing
approximately 0.36 per cent of all the shares and votes in the Company. 



The Finnish Financial Supervisory Authority has today approved the Finnish
language offer document relating to the Takeover Bid (the "Offer Document").
The Offer Document will be available in Finnish from approximately 22 July 2019
onwards online at
https://www.taalerikapitaali.com/yleiselektroniikka-oyj-ostotarjous and from
approximately 23 July 2019 onwards at the premises of Nasdaq Helsinki Ltd (the
"Helsinki Stock Exchange") at Fabianinkatu 14, 00130 Helsinki. 



The cash consideration to be offered in the Takeover Bid is 8.70 euros for each
share for which the Tender Offer has been validly tendered and not properly
withdrawn in accordance with the terms and conditions of the Tender Offer (the
"Bid Consideration"). The Bid Consideration corresponds to the highest price
paid by the Offeror for a share in Yleiselektroniikka within the six months
before the arising of the obligation to launch a bid. In the event that the
Company decides to distribute dividends or other distributable assets pursuant
to Chapter 13, section 1 of the Finnish Limited Liability Companies Act
(624/2006, as amended) before the date of completion of the Takeover Bid, and a
shareholder who has accepted the Takeover Bid is entitled to these dividends or
other distributable assets, the amount of dividends or other distributable
assets will be deducted from the Bid Consideration per share if the Offeror has
not given its consent to the distribution of dividend or other assets and
provided that the transaction relating to the completion of the Takeover Bid
has not been settled before the record date of said distribution of dividends
or other assets. 



The Bid Consideration for each share in Yleiselektroniikka is approximately
14.47 per cent higher than the closing price of 7.60 euros of the shares in the
Company on the Helsinki Stock Exchange on 13 June 2019, i.e. on the last
trading day before the arising of the obligation to launch a bid. The Bid
Consideration represents the volume-weighted average trading price of the
shares in Yleiselektroniikka on the Helsinki Stock Exchange during the
three-month period preceding the date on which the obligation to launch a bid
arised, increased by a premium of approximately 11.60 per cent, as well as the
volume-weighted average trading price of the shares on the Helsinki Stock
Exchange during the twelve-month period preceding the date on which the
obligation to launch a bid arised, increased by a premium of approximately 9.70
per cent. 



The Bid Consideration has been determined based on 2,553,211 shares issued and
outstanding as at the date of the Offer Document. In the event that the number
of shares increases or the Company issues special rights entitling to shares in
accordance with Chapter 10 of the Finnish Limited Liability Companies Act prior
to the completion of the Tender Offer, the Offeror will have the right to
adjust the Bid Consideration accordingly. 



The acceptance period for the Takeover Bid (the "Offer Period") will commence
on 24 July 2019 at 9:30 (Finnish time) and expire on 15 August 2019 at 16:00
(Finnish time), unless the Offer Period is extended or discontinued in
accordance with the terms and conditions of the Takeover Bid. However, the
Offer Period is at least three (3) weeks. The Offeror reserves the right to
acquire shares in the Company in public trading on the Helsinki Stock Exchange
or otherwise during the Offer Period and/or after the Offer Period. 



A statement of the board of directors of Yleiselektroniikka on the Takeover Bid
will be published during the Offer Period on or about 6 August 2019, and the
Offer Document will be supplemented without delay after the publication of the
statement. Furthermore, the Company will publish its half-year report for the
period 1 January 2019 - 30 June 2019 during the Offer Period on 6 August 2019,
and the Offer Document will be supplemented with the half-year report without
delay after its publication. 



Most of the Finnish book-entry account operators will send a notification of
the Takeover Bid, including instructions and the relevant acceptance form, to
their customers who are registered as shareholders in the shareholders'
register of the Company maintained by Euroclear Finland Ltd. Shareholders who
do not receive such notification from their account operator or asset manager
can contact OP Corporate Bank plc or any branch of the OP Financial Group,
where such shareholders shall receive necessary information and can give their
acceptance. 



A shareholder in the Company whose shareholdings are registered in the name of
a nominee and who wishes to accept the Takeover Bid shall effect such
acceptance in accordance with the nominee's instructions. 



The terms and conditions of the Takeover Bid are enclosed in their entirety to
this stock exchange release (Appendix 1). 



In Helsinki, 22 July 2019

Preato Capital AB



Additional information:

Simon Hallqvist, Chairman of the Board, Preato Capital AB

Tel. [phone]



Preato Capital in brief



Preato Capital is a privately owned investment company that commenced its
operations in 2004. Preato Capital invests in majorities in established and
profitable small and medium-sized companies in the Nordic region with a proven
business model and good cash flow. Preato Capital does not have a
pre-determined holding period for its investments and it does not actively seek
exits but develops the target companies actively in the long-term in close
cooperation with their management. Preato Capital has offices in both Helsinki
and Stockholm. 



Yleiselektroniikka in brief



Yleiselektroniikka is a Finnish electronics company established in 1969. The
Company is one of Finland's most significant component and production equipment
suppliers for demanding electronics and communications applications.
Yleiselektroniikka employs over 200 people, of whom approximately 50 in
Finland. In addition to Finland, the Company has operations in the Baltic
countries and Russia. In 2018, the Company generated a turnover of 57.2 million
euros. The Company is headquartered in Espoo, where it also has a store and a
product warehouse. Yleiselektroniikka has been listed on the Helsinki Stock
Exchange since 1988. 



THIS STOCK EXCHANGE 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
STOCK EXCHANGE 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 THE UNITED STATES, 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. OFFERS WILL
NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER A TENDER
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, AND THE SHARES WILL NOT BE ACCEPTED FOR
PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY, IN ANY
JURISDICTION WHERE THE MAKING OR ACCEPTANCE OF SUCH TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. 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, (INCLUDING BY USE OF, OR BY ANY MEANS
OR  INSTRUMENTALITY, INCLUDING WITHOUT LIMITATION E-MAIL, POST, FACSIMILE
TRANSMISSION, TELEPHONE OR INTERNET, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE) THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. ANY PURPORTED ACCEPTANCE
OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE
RESTRICTIONS WILL BE INVALID. 



Disclaimer



Taaleri Kapitaali Oy ("Taaleri") is acting as financial adviser to the Offeror
in connection with the Tender Offer. It will not regard any other person as its
client in relation to the Tender Offer and will not be responsible to anyone
other than the Offeror for providing the protection afforded to clients of
Taaleri nor for providing advice in relation to the Tender Offer.

Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=732439