Coronaria Oy
Stock Exchange Release
August 27, 2019 at 9:45 a.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, 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.
Coronaria Oy ("Coronaria" or the "Offeror") has, through share purchases made
on 15 and 16 August 2019, acquired a total of 1,420,031 shares in Silmäasema
Oyj ("Silmäasema" or the "Company").
As a result of the share purchases, Coronaria's shareholding in Silmäasema
increased to a total of 4,615,443 shares, corresponding to 32.4 per cent of all
shares and voting rights in the Company, respectively. Consequently,
Coronaria's holding in Silmäasema exceeds 30 per cent of the shares and voting
rights carried by Silmäasema's shares and Coronaria is thereby obligated to
launch a mandatory public tender offer for all shares and securities entitling
to shares in Silmäasema ("Tender Offer") in accordance with the Securities
Markets Act.
The price offered for each share in Silmäasema is EUR 6.00 in cash (the "Offer
Price"). The Offer Price represents a premium of approximately 17.8 per cent
compared to the volume-weighted average price of the Silmäasema shares on
Nasdaq Helsinki during the six-month (6) time period preceding the date of the
triggering of the obligation to launch the Tender Offer and a premium of
approximately 9.4 per cent compared to the volume-weighted average price during
the three-month (3) time period preceding the date of the triggering of the
obligation to launch the Tender Offer. The Offer Price represents a premium of
approximately 7.5 per cent compared to the closing price (EUR 5.58) of the
Silmäasema share on Nasdaq Helsinki on August 15, 2019, the last trading day
before the triggering of the obligation to launch the Tender Offer.
According to Coronaria, the completion of the Tender Offer does not require
approval from the competition authorities.
The Offeror will, on or about September 5, 2019, publish a tender offer
document with detailed information about the Tender Offer.
The offer period under the Tender Offer is expected to commence on or about
September 5, 2019 and to expire on or about September 26, 2019, subject to any
extension of the offer period by the Offeror in accordance with the terms and
conditions of the Tender Offer.
The Offeror has undertaken to comply with the recommendation on procedures to
be followed in Finnish public tender offers issued by the Finnish Securities
Market Association, as amended from time to time.
The Offeror will not increase the Offer Price of the Tender Offer during the
offer period.
The Offeror plans to finance the Tender Offer by a combination of existing cash
positions and unutilized committed credit facilities. The Offeror's obligation
to complete the Tender Offer is not conditional upon availability of financing,
and no third party consents are required by the Offeror for the financing of
the Tender Offer. The financing arrangements for the Tender Offer do not have
any impact on the operations or obligations of Silmäasema.
As at the closing of the last trading day prior to this stock exchange release,
the Offeror held 4,731,116 shares in Silmäasema.
Coronaria reserves the right to acquire shares in the Company before the
commencement of the offer period, during the offer period and/or after the
offer period of the Tender Offer through public trading on Nasdaq Helsinki or
otherwise.
Carnegie Investment Bank AB, Finland Branch, acts as financial advisor and
arranger of the Tender Offer, Evli Bank Plc acts as issuer agent and Roschier,
Attorneys Ltd as legal advisor to Coronaria in the Tender Offer.
FOR MORE INFORMATION, PLEASE CONTACT:
Teppo Lindén
CEO
Coronaria Oy
Tel. +358 400 684 119
teppo.linden@coronaria.fi
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDI-RECTLY, IN OR INTO, THE UNITED STATES, 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 INVI-TATION 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 OR INTO, THE
UNITED STATES 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.© 2019 GlobeNewswire
