Aureit Holding Oy
Stock Exchange Release
5 December 2019 at 8:15 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO BELGIUM, 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, PLEASE SEE SECTION "IMPORTANT
INFORMATION" BELOW.
Aureit Holding Oy has resolved to increase the offer price to EUR 16.00 per
share and, consequently, to amend the terms and conditions of its voluntary
recommended public cash tender offer for all shares in Hoivatilat Plc and to
extend the offer period to expire on 3 January 2020
As previously announced, Aureit Holding Oy (the "Offeror"), a Finnish limited
liability company wholly owned by Belgian public limited liability company
Aedifica SA/NV ("Aedifica"), Aedifica and Hoivatilat Plc ("Hoivatilat") have on
4 November 2019 entered into a combination agreement pursuant to which the
Offeror has made a voluntary recommended public cash tender offer to purchase
all of the issued and outstanding shares in Hoivatilat that are not owned by
Hoivatilat or any of its subsidiaries (the "Shares" or, individually, a
"Share"") (the "Tender Offer"). The Offeror has on 8 November 2019 published
the tender offer document concerning the Tender Offer (as supplemented, the
"Tender Offer Document").
The Offeror has, in accordance with the supplement document published on 28
November 2019, amended the offer condition in the Tender Offer concerning
minimum holding of shares and votes so that the Offeror (together with Aedifica
and any entities controlled by Aedifica) shall obtain more than 50% (prior to
the amendment: more than 90%) of the outstanding shares and votes in
Hoivatilat.
The board of directors of the Offeror has today resolved to increase the cash
consideration offered for each Share in the Tender Offer to EUR 16.00 (prior to
the amendment: EUR 14.75).
Additionally, the Offeror has received undertakings by Clearance Capital
Limited (on behalf of its beneficial owners), Länsförsäkringar Fondförvaltning
AB, OP-Finland Fund, OP-Finland Small Cap Fund and Antti Pekkarinen according
to which such shareholders subject to the conditions of the undertakings
irrevocably undertake to accept the Tender Offer. Together with the irrevocable
undertakings received from major shareholders of Hoivatilat, 2Care Capital Ab,
Timo Pekkarinen, Kusinkapital Ab, Lunacon Oy and Paul Hartwall (with respect to
the Shares held by him directly and through his investment company 3K Capital
Oy) and management shareholders of Hoivatilat, Jussi Karjula (CEO), Tommi
Aarnio (CFO), Riikka Säkkinen (HR and Communications Director), Juhana Saarni
(Property Director), and Riku Patokoski (Executive Vice President and the
Director of the Southern Finland Region), the aforementioned shareholders
represent in the aggregate approximately 47.4% of the outstanding shares and
votes in Hoivatilat.
Additionally, the Offeror holds at the date hereof a total of 351,432 shares in
Hoivatilat, representing approximately 1.4% of the issued and outstanding
shares in Hoivatilat.
Consequently, the Offeror will supplement the Tender Offer Document in
accordance with Chapter 11, Section 11, Subsection 4 of the Finnish Securities
Markets Act (746/2012, as amended) to reflect the abovementioned amendments and
will publish such supplement document as soon as it has been approved by the
Finnish Financial Supervisory Authority, on or about 11 December 2019.
The acceptance period under the Tender Offer (the "Offer Period") commenced on
11 November 2019 at 9:00 a.m. (Finnish time) and it was scheduled to expire on
13 December 2019 at 4:00 p.m. (Finnish time), in accordance with the extension
announced on 28 November 2019.
In accordance with the terms and conditions of the Tender Offer, the Offeror
has today decided to further extend the Offer Period to expire on 3 January
2020 at 4:00 p.m. (Finnish time), unless the Offer Period is further extended
in accordance with the terms and conditions of the Tender Offer.
The other terms and conditions of the Tender Offer remain as set out in the
Tender Offer Document.
The Offeror will announce the preliminary result of the Tender Offer on or
about the first (1st) Finnish banking day following the expiry of the Offer
Period (including any extension or suspension thereof). In connection with the
announcement of the preliminary result, the Offeror will announce whether the
Offer Period will be extended or whether the Tender Offer will be completed
subject to the conditions to completion being fulfilled or waived on the date
of announcement of the final result of the Tender Offer. The Offeror will
announce the final result of the Tender Offer on or about the third (3rd)
Finnish banking day following the expiry of the Offer Period (including any
extension thereof). In the announcement of the final result the Offeror will
confirm (i) the percentage of the shares which have been validly tendered and
not validly withdrawn and (ii) whether the Tender Offer will be completed.
ADVISORS
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acts as financial
advisor to the Offeror and Aedifica and as arranger in connection with the
Tender Offer. Dittmar & Indrenius Attorneys Ltd. acts as legal advisor to the
Offeror and Aedifica in connection with the Tender Offer.
Danske Bank A/S, Finland Branch acts as financial advisor to Hoivatilat in
connection with the Tender Offer. Roschier, Attorneys Ltd. acts as legal
advisor to Hoivatilat in connection with the Tender Offer.
Investor Relations contacts:
Stefaan Gielens
Aedifica, CEO
Tel. +32 2 626 07 72
Ingrid Daerden
Aedifica, CFO
Tel. +32 2 626 07 73
Charles-Antoine van Aelst
Aedifica, CIO
Tel. +32 2 626 07 74
Pertti Huuskonen
Hoivatilat, Chairman of the Board of Directors
Tel. +358 40 068 0816
Jussi Karjula
Hoivatilat, CEO
Tel. +358 40 773 4054
Riikka Säkkinen
Hoivatilat, HR and Communications Director
Tel. +358 40 524 2768
Media Enquiries:
Stefaan Gielens
Aedifica, CEO
Tel. +32 2 626 07 72
Ingrid Daerden
Aedifica, CFO
Tel. +32 2 626 07 73
Charles-Antoine van Aelst
Aedifica, CIO
Tel. +32 2 626 07 74
Riikka Säkkinen
Hoivatilat, HR and Communications Director
Tel. +358 40 524 2768
About Aedifica
Aedifica, incorporated in 2005, is a regulated real estate company under
Belgian law (Belgian REIT) specialised in European healthcare real estate.
Aedifica has developed a portfolio of more than 260 sites in Belgium, Germany,
the Netherlands and the United Kingdom with a total value of approximately EUR
2.3 billion. Aedifica has established itself in recent years as a reference in
the European listed real estate sector and has an ambition to further expand
its position in the coming years. Aedifica is stock-listed on the Brussels
Stock Exchange (regulated market of Euronext Brussels) under the trading code
"AED", and currently has a market capitalization of approximately EUR 2.6
billion. For additional information, see www.aedifica.eu.
About Hoivatilat
Hoivatilat Plc specialises in producing, developing, owning and leasing out day
care centre and nursing home premises, service communities and schools.
Hoivatilat has been working in cooperation with approximately 60 Finnish
municipalities and has launched a total of approximately 200 property projects
throughout Finland and in Sweden. In 2018, Hoivatilat reported revenues of
approximately EUR 17.2 million, an operating result of approximately EUR 7.7
million and the aggregate value of Hoivatilat's property portfolio was
approximately EUR 349 million. Hoivatilat is listed on Nasdaq Helsinki under
the trading code "HOIVA". For additional information, see www.hoivatilat.fi
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, BELGIUM, 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 BELGIUM,
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, DIRECTLY OR INDIRECTLY, AND SHARE(S) WILL
NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF ANY PERSONS, IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES LAWS OR OTHER LAWS OR REGULATIONS OF SUCH
JURISDICTION OR WOULD REQUIRE REGISTRATION, APPROVAL, OR FILING WITH ANY
REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THE TENDER OFFER DOCUMENT.
THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND THE TENDER
OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS AND ANY AND ALL OTHER MATERIALS
RELATED THERETO 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, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF,
OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, BELGIUM, 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, BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. ANY
PURPORTED ACCEPTANCE OF THE TENDER OFFER DIRECTLY OR INDIRECTLY VIOLATING THESE
RESTRICTIONS WILL BE INVALID.
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 (SUCH PERCENTAGE
INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY
CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.
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.
Notice to U.S. Shareholders
U.S. shareholders are advised that the Shares are not listed on a U.S.
securities exchange and that Hoivatilat 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 Hoivatilat's shareholders resident in the United States on the
same terms and conditions as those on which it is made to all other
shareholders of Hoivatilat 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 Hoivatilat's other shareholders.
The Tender Offer is made for the issued and outstanding shares in Hoivatilat,
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 to be 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 Hoivatilat's shareholders to enforce their rights and
any claims they may have arising under the federal securities laws, since the
Offeror and Hoivatilat are located in non-U.S. jurisdictions, and all of their
respective officers and directors are residents of non-U.S. jurisdictions.
Hoivatilat's shareholders may not be able to sue the Offeror or Hoivatilat 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 the Offeror and
Hoivatilat and their respective affiliates to subject themselves to a U.S.
court's judgement.
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 withdrawal rights, 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, the Offeror and
its affiliates or brokers (acting as agents for the Offeror 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, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares. 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 Hoivatilat of such information. In addition, the financial
advisors to the Offeror may also engage in ordinary course trading activities
in securities of Hoivatilat, which may include purchases or arrangements to
purchase such securities.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be
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 shareholder
is urged to consult its independent professional adviser immediately regarding
the tax consequences of accepting the Tender Offer.
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 the Tender Offer Document. Any representation to the contrary
is a criminal offence in the United States.© 2019 GlobeNewswire
