THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH
THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER
INFORMATION, PLEASE SEE SECTION ENTITLED "IMPORTANT INFORMATION" BELOW.
Mehiläinen Yhtiöt Oy commences the recommended public cash tender offer for all
shares in Pihlajalinna Plc on 9 January 2020
Mehiläinen Yhtiöt Oy, Stock Exchange Release, 8 January 2020 at 12:30 p.m. (EET)
Mehiläinen Yhtiöt Oy ("Mehiläinen" or the "Offeror") and Pihlajalinna Plc
("Pihlajalinna" or the "Company") announced on 5 November 2019 that they had
entered into a combination agreement (the "Combination Agreement") pursuant to
which Mehiläinen undertook to make a voluntary recommended public cash tender
offer for all issued and outstanding shares in Pihlajalinna (the "Tender
Offer").
The Finnish Financial Supervisory Authority has today approved the tender offer
document relating to the Tender Offer (the "Tender Offer Document"). The
acceptance period for the Tender Offer (the "Offer Period") will commence on 9
January 2020 at 9:30 a.m. (Finnish time) and expire on 19 March 2020 at 4:00
p.m. (Finnish time) at the earliest, unless extended or discontinued in
accordance with, and subject to, the terms and conditions of the Tender Offer
and applicable laws and regulations. The Tender Offer is currently expected to
be completed towards the end of the second quarter of 2020 or at the latest
during the third quarter of 2020. The Offeror will extend the Offer Period in
accordance with, and subject to, the terms and conditions of the Tender Offer
and applicable laws, to the extent necessary in order to satisfy the conditions
to completion of the Tender Offer, including obtaining merger control
clearance. Any possible extension of the Offer Period will be announced by way
of a stock exchange release as soon as practically possible.
The Tender Offer Document will be available in Finnish from 9 January 2020
onwards at the headquarters of Mehiläinen, Pohjoinen Hesperiankatu 17 C, 6th
floor, FI-00260 Helsinki, Finland, the headquarters of Nordea Bank Abp,
Satamaradankatu 5, FI-00020 Nordea, Finland and at Nasdaq Helsinki,
Fabianinkatu 14, FI-00130 Helsinki, Finland. The electronic version of the
Tender Offer Document will be available in Finnish from 9 January 2020 onwards
online at ostotarjous.mehilainen.fi,
investors.pihlajalinna.fi/public-tender-offer and nordea.fi/osakkeet, and in
English from 9 January 2020 onwards online at ostotarjous.mehilainen.fi,
investors.pihlajalinna.fi/public-tender-offer.aspx'sc_lang=en and
nordea.fi/equities.
The price offered for each share validly tendered in the Tender Offer is EUR
16.00 in cash (the "Offer Price"). The Offer Price has been determined based on
22,620,135 issued and outstanding shares in Pihlajalinna as at 5 November 2019.
Should the number of Pihlajalinna's shares issued and outstanding change as a
result of a share issue, reclassification, stock split or any other similar
transaction with dilutive effect, or should Pihlajalinna distribute a dividend
or otherwise distribute funds or any other assets to its shareholders, or
should a record date with respect to any of the foregoing occur prior to the
completion of the Tender Offer, the Offer Price shall be reduced accordingly on
a euro-for-euro basis.
The non-conflicted members of the Board of Directors of Pihlajalinna have
unanimously, subject to the terms and conditions of the Combination Agreement
and their fiduciary duties under Finnish laws and regulations (including the
recommendation on procedures to be followed in Finnish public tender offers
issued by the Finnish Securities Market Association), decided to recommend that
the shareholders of Pihlajalinna accept the Tender Offer.
LocalTapiola General Mutual Insurance Company, MWW Yhtiö Oy, Fennia Mutual
Insurance Company, LocalTapiola Mutual Life Insurance Company, Elo Mutual
Pension Insurance Company, Leena Niemistö, funds advised by Fondita Fund
Management Company Ltd., Ilmarinen Mutual Pension Insurance Company, Fennia
Life Insurance Company Ltd., as well as certain other major shareholders of
Pihlajalinna, have irrevocably undertaken to accept the Tender Offer, subject
to certain customary conditions. Such undertakings concern approximately 63.2
percent of the shares and votes in Pihlajalinna in the aggregate.
Most of the Finnish book-entry account operators are expected to send a
notification of the Tender Offer, including instructions and the relevant
acceptance form to their customers who are registered as shareholders in the
shareholders' register of Pihlajalinna maintained by Euroclear Finland Oy.
Shareholders of Pihlajalinna who do not receive such instructions or an
acceptance form from their book-entry account operator or asset manager should
primarily contact their book-entry account operator or asset manager.
Shareholders can contact Nordea Bank Abp by sending an email to
[PIHLISoffer@nordea.com] in order to receive information for submitting their
acceptance, or, if such shareholders are U.S. residents or located within the
United States, they may contact their brokers for the necessary information. A
shareholder in Pihlajalinna whose shareholdings are registered in the name of a
nominee and who wishes to accept the Tender Offer shall effect such acceptance
in accordance with the nominee's instructions. The Offeror will not send
acceptance forms or other documents related to the Tender Offer to such
shareholders of Pihlajalinna.
The completion of the Tender Offer is, in accordance with the terms and
conditions of the Tender Offer, conditional on certain conditions being
fulfilled (unless waived by the Offeror) on or by the date of the Offeror's
announcement of the final result of the Tender Offer. These include, among
others, the obtaining of all necessary regulatory approvals and that the Tender
Offer has been accepted with respect to shares representing, together with
shares otherwise acquired by Mehiläinen prior to or during the offer period,
more than 90 percent of the issued and outstanding shares and votes in
Pihlajalinna.
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 or, if applicable, the extended or discontinued Offer Period. In
connection with the announcement of the preliminary result of the Tender Offer,
the Offeror will announce whether the Tender Offer will be completed subject to
the conditions to completion being fulfilled or waived on the date of the
announcement of the final result of the Tender Offer, and whether the Offer
Period will be extended. The Offeror will announce the final result on or about
the third (3rd) Finnish banking day following the expiry of the Offer Period
or, if applicable, the extended or discontinued Offer Period. The announcement
of the final result will confirm (i) the percentage of the shares that have
been validly tendered and not properly withdrawn and (ii) whether the Tender
Offer will be completed.
The Offeror may purchase shares in Pihlajalinna also outside the Tender Offer
on Nasdaq Helsinki or otherwise prior to the expiry of the Offer Period or any
extended Offer Period or subsequent Offer Period, as the case may be, to the
extent permitted by Finnish law and other applicable laws and regulations.
The terms and conditions of the Tender Offer are enclosed in their entirety to
this stock exchange release (Appendix 1).
Access Partners Oy acts as the lead financial adviser, Barclays Bank PLC,
acting through its Investment Bank, and Nordea Bank Abp as the financial
advisers and Avance Attorneys Ltd as the legal adviser to Mehiläinen in
connection with the Tender Offer. Nordea Bank Abp acts as the arranger of the
Tender Offer.
HLP Corporate Finance Oy acts as the financial adviser and Merilampi Attorneys
Ltd. as the legal adviser to Pihlajalinna in connection with the Tender Offer.
Contacts for media and investor inquiries:
Mehiläinen
Sami Koski, Legal Affairs Director of Mehiläinen
sami.koski@mehilainen.fi
Requests for contacts through Mehiläinen's communications:
Manager Laura Martinsuo
tel. +358 40 196 2892
laura.martinsuo@mehilainen.fi
Pihlajalinna
Mikko Wirén, Chairman of the Board of Directors of Pihlajalinna Plc
Requests for contacts through Pihlajalinna's communications:
Communications manager Taina Lehtomäki
tel. +358 50 451 3678
taina.lehtomaki@pihlajalinna.fi
Mehiläinen in brief:
Now 110 years old, Mehiläinen is a rapidly developing and growing private
provider of healthcare and social care services, offering comprehensive
high-quality services to private, corporate, municipal and insurance customers.
Mehiläinen provides help, support and care for more than 1.2 million customers
every year across Finland. In 2018, our revenue was EUR 916 million and our
customers were cared for by more than 18,800 employees and private
practitioners at over 440 locations. In all of its business areas, Mehiläinen
invests in high-quality health care with an impact and develops and exports
Finnish digital healthcare know-how across the world as a forerunner in its
field.
Pihlajalinna in brief:
Pihlajalinna is one of the leading private providers of social, healthcare and
well-being services in Finland. The company provides services for households,
companies, insurance companies and public sector entities, such as
municipalities, federations of municipalities and hospital districts. Listed on
the official list of Nasdaq Helsinki since 2015, Pihlajalinna's reported
revenue was EUR 488 million in 2018. Pihlajalinna's nearly 6,000 employees and
approximately 1,000 private practitioners produce services in over 210
locations across Finland.
IMPORTANT INFORMATION
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH
THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
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, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA, 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, BY ANY MEANS OR INSTRUMENTALITY (INCLUDING
WITHOUT LIMITATION E-MAIL, POST, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR
ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE), IN OR INTO, OR BY
USE OF THE POSTAL SERVICE OF, OR THROUGH ANY FACILITIES OF A NATIONAL
SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE
REGION OF THE PEOPLE'S REPUBLIC OF CHINA, 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 SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR
SOUTH AFRICA. ANY PURPOTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF 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 (THE "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.
Information to shareholders in the United States
Shareholders in the United States are advised that the shares in Pihlajalinna
are not listed on a U.S. securities exchange and that Pihlajalinna 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 will be made for the issued and outstanding shares in
Pihlajalinna, which is domiciled in Finland, and is subject to Finnish
disclosure and procedural requirements. The Tender Offer is made in the United
States in compliance with Section 14(e) of the Exchange Act and the applicable
rules and regulations promulgated thereunder, including Regulation 14E (in each
case, subject to any exemptions or relief therefrom, if applicable) 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 included in this stock exchange release 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 made to Pihlajalinna's shareholders resident in
the United States on the same terms and conditions as those made to all other
shareholders of Pihlajalinna to whom an offer is made. Any information
documents, including this stock exchange release, are being disseminated to
U.S. shareholders on a basis comparable to the method that such documents are
provided to Pihlajalinna's other shareholders.
To the extent permissible under applicable law or regulations, including Rule
14e-5 under the Exchange Act, Mehiläinen and its affiliates or its brokers and
its brokers' affiliates (acting as agents for Mehiläinen or its affiliates, as
applicable) may from time to time and during the pendency of the Tender Offer,
and other than pursuant to the Tender Offer and combination, directly or
indirectly, purchase or arrange to purchase, the shares in Pihlajalinna or any
securities that are convertible into, exchangeable for or exercisable for such
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 Pihlajalinna
of such information. In addition, the financial advisers to Mehiläinen may also
engage in ordinary course trading activities in securities of Pihlajalinna,
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 in
Pihlajalinna 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 in Pihlajalinna is urged to consult its independent
professional adviser immediately regarding the tax consequences of accepting
the Tender Offer.
It may be difficult for Pihlajalinna's shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws, since
Mehiläinen and Pihlajalinna 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. Pihlajalinna's shareholders may not be able to sue Mehiläinen or
Pihlajalinna or their respective officers or directors in a non-U.S. court for
violations of the U.S. federal securities laws. It may be difficult to compel
Mehiläinen and Pihlajalinna and their respective affiliates to subject
themselves to a U.S. court's judgment.
Forward-looking statements
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.
Appendix 1 Terms and conditions of the Tender Offer
Terms and Conditions of the Tender Offer
Object of the Tender Offer
Through a voluntary public cash tender offer in accordance with Chapter 11 of
the Finnish Securities Market Act (746/2012, as amended, the "Securities Market
Act") and subject to the terms and conditions set forth herein, Mehiläinen
Yhtiöt Oy (the "Offeror") offers to acquire all of the issued and outstanding
shares (the "Shares" or, individually, a "Share") in Pihlajalinna Plc (the
"Company" or "Pihlajalinna") that are not held by the Company or any of its
subsidiaries (the "Tender Offer").
The Offeror is a private limited company incorporated under the laws of Finland
and indirectly a wholly owned subsidiary of Mehiläinen Konserni Oy (Mehiläinen
Konserni Oy together with its direct and indirect subsidiaries, the "Mehiläinen
Group").
Pihlajalinna is a public limited company incorporated under the laws of Finland
and its Shares are listed on the official list of Nasdaq Helsinki Ltd ("Nasdaq
Helsinki") (Pihlajalinna together with its direct and indirect subsidiaries,
the "Pihlajalinna Group").
The Tender Offer was announced by the Offeror on 5 November 2019 (the
"Announcement") and the Offeror and the Company have on 5 November 2019 (the
"Signing Date") entered into a combination agreement (the "Combination
Agreement") pursuant to which the Offeror makes the Tender Offer.
Offer Price
The Offer Price for each Share validly tendered in accordance with the terms
and conditions of the Tender Offer is EUR 16.00 in cash (the "Offer Price").
The Offer Price has been determined based on 22,620,135 issued and outstanding
Shares as at the Signing Date. Should the number of Shares issued and
outstanding change as a result of a share issue, reclassification, stock split
or any other similar transaction with dilutive effect, or should the Company
distribute a dividend or otherwise distribute funds or any other assets to its
shareholders, or should a record date with respect to any of the foregoing
occur prior to the Settlement Date (as defined below), the Offer Price shall be
reduced accordingly on a euro-for-euro basis. Any reduction of the Offer Price
pursuant to the above shall be announced by way of a stock exchange release. In
the event that the Offer Price is reduced, the Tender Offer acceptance period
shall continue for at least a period of ten (10) Finnish banking days following
such announcement.
Offer Period
The acceptance period under the Tender Offer (the "Offer Period") commences on
9 January 2020 at 9:30 a.m. (Finnish time) and expires on 19 March 2020 at 4:00
p.m. (Finnish time), unless the Offer Period is extended as set forth below.
The Offeror may extend the Offer Period (i) from time to time until such time
when all of the Conditions to Completion (as defined below) have been fulfilled
or waived, (ii) in case of any competing offer as referred to in Chapter 11,
Section 17 of the Securities Market Act, and (iii) with a Subsequent Offer
Period (as defined below) in connection with the announcement of the final
result of the Tender Offer whereby the Offeror also declares the Tender Offer
unconditional, all as set forth below.
The Offeror will announce any extension of the Offer Period through a stock
exchange release at the latest on the first (1st) Finnish banking day following
the expiry of the Offer Period. The Offeror will announce any extension of an
already extended Offer Period at the latest on the first (1st) Finnish banking
day following the expiry of the extended Offer Period. The Offer Period may be
extended for a specified period of time or until further notice. However, the
duration of any possible extension of the Offer Period or an already extended
Offer Period shall be at least two (2) weeks from the date of the announcement
by the Offeror concerning such extension.
If the Offeror extends the Offer Period, the Offer Period will expire on the
date and at the time until which the Offeror extends the Offer Period unless
the extended Offer Period is discontinued as set forth below or the Offer
Period is extended until further notice, in which case the Offer Period will
continue until discontinued as set forth below. According to Chapter 11,
Section 12 of the Securities Market Act, the duration of the Offer Period in
its entirety may be ten (10) weeks at the maximum. However, if the Conditions
to Completion (as defined below) have not been fulfilled due to a particular
obstacle as referred to in the Regulations and Guidelines 9/2013 on Takeover
Bids and Mandatory Bids (as amended) issued by the Finnish Financial
Supervisory Authority (the "FFSA") such as, for example, pending approval by a
competition authority, the Offeror may extend the Offer Period beyond ten (10)
weeks until such obstacle has been removed and the Offeror has had a reasonable
time to respond to the situation in question, provided that the business
operations of the Company are not hindered for longer than is reasonable, as
referred to in Chapter 11, Section 12, Subsection 2 of the Securities Market
Act. The Offer Period may also be extended as required by applicable law. The
date of the expiry of any extended Offer Period will in such case be published
by the Offeror at least two (2) weeks before such expiry. Further, any
Subsequent Offer Period (as defined below) may extend beyond ten (10) weeks.
The Offeror may discontinue any extended Offer Period should all the Conditions
to Completion (as defined below) be fulfilled or waived by the Offeror before
the expiry of the extended Offer Period, and execute the sale and purchase of
the Shares validly tendered and not properly withdrawn in accordance with
section "-Terms of Payment and Settlement of Shares" below. Should the Offeror
discontinue the extended Offer Period, the Offeror will announce its decision
thereon through a stock exchange release as soon as possible after such
decision has been made and, in any case, at least two (2) weeks before the
expiry of the extended Offer Period to be discontinued. If the Offeror
discontinues the extended Offer Period, the extended Offer Period will expire
on such earlier date and at the time indicated in such announcement made by the
Offeror.
The Offeror reserves the right to extend the Offer Period in connection with
the announcement of the final result of the Tender Offer as set forth in
section "-Announcement of the Result of the Tender Offer" below (such extended
Offer Period shall be referred to as the "Subsequent Offer Period"). In the
event of such Subsequent Offer Period, the Subsequent Offer Period will expire
on the date and at the time determined by the Offeror in the announcement
concerning the final result of the Tender Offer. The expiration of a Subsequent
Offer Period will be announced at least two (2) weeks before the expiry of such
Subsequent Offer Period. The Offeror may also extend the Subsequent Offer
Period by announcing this through a stock exchange release at the latest on the
first (1st) Finnish banking day following the initially expected expiry of the
Subsequent Offer Period.
Conditions to Completion of the Tender Offer
The obligation of the Offeror to accept for payment the tendered Shares and to
complete the Tender Offer is subject to the fulfillment or, to the extent
permitted by applicable laws and regulations, waiver by the Offeror of each of
the following conditions agreed upon in the Combination Agreement (jointly, the
"Conditions to Completion") on or prior to the date of the Offeror's
announcement of the final result of the Tender Offer in accordance with the
Securities Market Act:
1. the valid tender of Shares representing, together with any other Shares
otherwise acquired by the Offeror prior to or during the Offer Period, more
than ninety percent (90%) of the issued and outstanding Shares and voting
rights in the Company, calculated in accordance with Section 1, Chapter 18
of the Finnish Companies Act;
1. the receipt of all necessary regulatory approvals, permits and consents,
including the Authority Approval, and that any conditions set or remedies
required in such approvals, permits, consents or clearances, including any
requirements for the disposal of any assets or operations of the Mehiläinen
Group or the Pihlajalinna Group or any reorganization of the business of
the Mehiläinen Group or the Pihlajalinna Group, are satisfactory to the
Offeror as described in more detail below;
1. no Material Adverse Change (as defined below) having occurred after the
Signing Date;
1. the Offeror not, after the Signing Date, having received information
previously undisclosed to it that constitutes a Material Adverse Change (as
defined below);
1. no information made public by the Company or disclosed by the Company to
the Offeror in the due diligence being materially inaccurate, incomplete,
or misleading, and the Company not having failed to make public any
information that should have been made public by it under applicable laws
and regulations or the rules of Nasdaq Helsinki, provided that, in each
case, the information made public, disclosed or not disclosed or the
failure to disclose information constitutes a Material Adverse Change (as
defined below);
1. no court or regulatory authority of competent jurisdiction having given an
order or issued any regulatory action preventing the completion of the
Tender Offer in accordance with its terms (excluding for the avoidance of
doubt any proposal made by the FCCA to the Market Court to prohibit or not
approve the transaction contemplated by the Tender Offer);
1. the Board of Directors of the Company having issued the recommendation and
the recommendation remaining in full force and effect and not having been
withdrawn, modified, conditioned, qualified or changed, save for any
modification so long as the recommendation to accept the Tender Offer is
upheld and the change is not detrimental to the Offeror;
1. the Combination Agreement not having been terminated and remaining in
force;
1. the undertakings issued by each of the Major Shareholders to accept the
Tender Offer remaining in force in accordance with their terms, save for
withdrawals, breaches or terminations of such undertakings to the extent
that the withdrawn, breached or terminated undertakings individually or in
the aggregate concern less than five percent (5%) of the Shares; and
1. the external financing provided to the Offeror and/or its affiliates for
the purposes of the Tender Offer remaining available to the Offeror in
accordance with its terms (such terms being in compliance with applicable
laws and regulations), save for situations where the unavailability of such
financing is due to a breach of the terms thereof by the Offeror and/or its
affiliates.
The conditions or required remedies referred to in the Condition to Completion
in section 2) above, including any requirements for the disposal of any assets
or operations of the Mehiläinen Group or the Pihlajalinna Group or any
reorganization of the business of the Mehiläinen Group or the Pihlajalinna
Group, shall, in accordance with the Combination Agreement, be deemed
satisfactory to the Offeror if they do not result in
1. a requirement to divest or discontinue occupational healthcare operations
or assets of the Mehiläinen Group and/or the Pihlajalinna Group with
aggregate gross sales exceeding twenty million euros (EUR 20,000,000) or
aggregate adjusted EBITDA exceeding three million euros (EUR 3,000,000), or
a requirement to reorganize the Mehiläinen Group and/or the Pihlajalinna
Group that has the equivalent effect; or
1. a requirement to divest or discontinue private healthcare operations or
assets of the Mehiläinen Group and/or the Pihlajalinna Group with aggregate
gross sales exceeding twenty million euros (EUR 20,000,000) or aggregate
adjusted EBITDA exceeding three million euros (EUR 3,000,000), or a
requirement to reorganize the Mehiläinen Group and/or the Pihlajalinna
Group that has the equivalent effect; or
1. a requirement to divest or discontinue any operations or assets of the
Mehiläinen Group and/or the Pihlajalinna Group with aggregate gross sales
or aggregate adjusted EBITDA exceeding ten percent (10%) of the total
consolidated gross sales or adjusted EBITDA of the Company, or a
requirement to reorganize the Mehiläinen Group and/or the Pihlajalinna
Group that has the equivalent effect, calculated in each case A through C
in accordance with the following:
-- gross sales and adjusted EBITDA is calculated on a last-twelve-months basis
based on (a) in case of the Pihlajalinna Group, the Company's latest
published quarterly interim report or (as the case may be) annual report,
and (b) in case of the Mehiläinen Group, the latest quarterly interim
report or (as the case may be) financial statements of Mehiläinen Konserni
Oy, in each case (a) and (b) as at the time of filing of the complete and
final application for the relevant regulatory approval, permit, consent or
clearance, excluding any pre-notification discussions or draft filings;
-- adjusted EBITDA means the EBITDA of the relevant unit of the Mehiläinen
Group or the Pihlajalinna Group, as applicable, after costs attributable to
the unit but before allocation of group overheads to such unit and
excluding the effects of the new standard IFRS 16 (Leases) (i.e.,
calculated disregarding the adoption of the new standard IFRS 16 (Leases),
as illustrated in the Company's stock exchange release dated 18 April
2019); and
-- gross sales means, without double counting, revenues including billings by
private practitioners;
provided in each case that to the extent it is likely that the relevant
divestment, discontinuation or other reorganization measure will not result in
any actual decrease in gross sales or adjusted EBITDA on the basis that the
Mehiläinen Group and/or the Pihlajalinna Group will without unreasonable delay
be able to replace such gross sales or adjusted EBITDA, then to such extent
such gross sales or adjusted EBITDA will not be taken into account when
calculating whether the thresholds A through C referred to above have been met,
and it being further understood that nothing herein shall constitute an
obligation on the Offeror to divest, discontinue, reorganize, hold separate, or
enter into any license or restrictions on the ownership or operation of any
other person than the Mehiläinen Group or the Pihlajalinna Group.
If the effects of the conditions or required remedies referred to in the
Condition to Completion in section 2) above, including any requirements for the
disposal of any assets or operations of the Mehiläinen Group or the
Pihlajalinna Group or any reorganization of the business of the Mehiläinen
Group or the Pihlajalinna Group, do not exceed the thresholds A through C
referred to above, the Offeror cannot invoke the Condition to Completion in
question.
"Material Adverse Change" means (i) any divestment or reorganization of all or
any material part of the assets of the Pihlajalinna Group, taken as whole; or
(ii) any event, condition, circumstance, development, occurrence, change,
effect or fact (any such item an "Effect") that individually or in the
aggregate when combined with other Effects, has, results in or would reasonably
be expected to have or result in a material adverse effect on the business,
assets, financial condition or results of operations of the Pihlajalinna Group,
taken as a whole, excluding:
1. any Effect in political, financial, industry, economic or regulatory
conditions generally, other than an Effect based on laws or regulations
enacted after the Signing Date, which results in a requirement for, or
otherwise legitimate, the municipalities or federations of municipalities
that are parties to the Pihlajalinna Group's service or cooperation
agreements entered into in relation to any joint venture or outsourcing
arrangement to terminate such agreements prematurely and the agreements are
effectively terminated;
1. any Effect resulting from or caused by natural disasters, outbreak of major
hostilities or any act of war or terrorism, so long as such Effect does not
have a materially disproportionate effect on the Pihlajalinna Group
relative to other companies in the same industry;
1. any Effect resulting from any actions taken by the Company at the express
request or direction of the Offeror; or
1. any Effect attributable to (i) an act or omission carried out or omitted by
the Offeror in connection with the Tender Offer or (ii) the Tender Offer
(for the sake of clarity, including but not limited to Effects arising out
of the announcement of, entry into, pendency of, anticipated completion of
actions required or contemplated by or performance of obligations under,
the Combination Agreement and the transactions contemplated thereby),
including any termination of, reduction in or similar adverse impact on
contractual relationships with any customers, suppliers, distributors,
partners or employees of the Pihlajalinna Group.
Further and notwithstanding the above, Material Adverse Change shall not be
deemed to exist as a result of any Effect attributable to (i) any requirement
or condition set by the antitrust authorities for the Authority Approval or
(ii) any matters that have been fairly disclosed by or on behalf of the Company
prior to the signing of the Combination Agreement.
With respect to the Condition to Completion in section 10) above, the terms and
conditions of the external financing provided to the Offeror and/or its
affiliates for the purposes of the Tender Offer are described in section
"Background and Objectives--Financing of the Tender Offer" above.
The Offeror reserves the right to withdraw the Tender Offer in the event that
any of the above Conditions to Completion is not fulfilled.
The Offeror can only invoke any of the Conditions to Completion so as to cause
the Tender Offer not to proceed, to lapse or to be withdrawn if the
circumstances which give rise to the right to invoke the relevant Condition to
Completion have a significant meaning to the Offeror in view of the Tender
Offer, as referred to in the Regulations and Guidelines 9/2013 on Takeover Bids
and Mandatory Bids (as amended) issued by the FFSA.
The Conditions to Completion set out herein are the exhaustive conditions for
the completion of the Tender Offer.
The Offeror reserves the right to waive, to the extent permitted by applicable
law, any of the Conditions to Completion that have not been satisfied.
Obligation to Increase the Tender Offer or to Pay Compensation
The Offeror reserves the right to acquire Shares in public trading on Nasdaq
Helsinki or otherwise outside the Tender Offer before, during and after the
Offer Period (including any extension thereof) and any Subsequent Offer Period
to the extent permitted by applicable laws and regulations.
Should the Offeror or any party acting in concert with it as referred to in
Chapter 11, Section 5 of the Securities Market Act acquire Shares after the
Announcement and before the expiry of the Offer Period at a higher price than
the Offer Price, or otherwise on terms that are more favorable than those of
the Tender Offer, the Offeror must, according to Chapter 11, Section 25 of the
Securities Market Act, amend the terms and conditions of the Tender Offer to
correspond to such acquisition on more favorable terms (obligation to increase
the offer). The Offeror shall then, without delay, make public the increase
obligation and pay, in connection with the completion of the Tender Offer, the
difference between the more favorable acquisition terms and the consideration
offered in the Tender Offer to the holders of securities who have accepted the
Tender Offer.
Should the Offeror or any party acting in concert with it as referred to in
Chapter 11, Section 5 of the Securities Market Act acquire Shares within nine
(9) months after the expiry of the Offer Period at a higher price than the
Offer Price, or otherwise on more favorable terms than those of the Tender
Offer, the Offeror must, according to Chapter 11, Section 25 of the Securities
Market Act, compensate those holders of securities who have accepted the Tender
Offer for the amount equal to the difference between the more favorable
acquisition terms and the consideration offered in the Tender Offer (obligation
to compensate). The Offeror shall then, without delay, make public the
compensation obligation and pay the difference between the more favorable
acquisition terms and the consideration offered in the Tender Offer within one
(1) month after the date when the compensation obligation arose to the holders
of securities who have accepted the Tender Offer.
However, according to Chapter 11, Section 25, Subsection 5 of the Securities
Market Act, the compensation obligation shall not arise in case the payment of
a higher price than the Offer Price is based on an arbitral award pursuant to
the Finnish Companies Act, provided that the Offeror or any party acting in
concert with it as referred to in Chapter 11, Section 5 of the Securities
Market Act has not offered to acquire Shares on terms that are more favorable
than those of the Tender Offer before or during the arbitral proceedings.
Acceptance Procedure of the Tender Offer
The Tender Offer may be accepted by a shareholder registered during the Offer
Period in the shareholders' register of Pihlajalinna, with the exception of
Pihlajalinna and its subsidiaries. The Tender Offer must be accepted separately
for each book-entry account. A shareholder of the Company giving the acceptance
must have a cash account with a financial institution operating in Finland or
abroad (see also sections "-Terms of Payment and Settlement of Shares" and
"Important Information"). A shareholder may only accept the Tender Offer
unconditionally and with respect to all Shares on the book-entry account
mentioned in the acceptance form on the date and time of the execution of the
sale and purchase of the Shares. An acceptance given during the Offer Period is
effective also until the end of any extended Offer Period.
Most of the Finnish book-entry account operators are expected to send a
notification of the Tender Offer, 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 Oy
("Euroclear"). Shareholders of Pihlajalinna who do not receive such
instructions or an acceptance form from their book-entry account operator or
asset manager should primarily contact their book-entry account operator or
asset manager. Shareholders can contact Nordea Bank Abp ("Nordea") by sending
an email to PIHLISoffer@nordea.com in order to receive information for
submitting their acceptance, or, if such shareholders are U.S. residents or
located within the United States, they may contact their brokers for the
necessary information.
A shareholder in the Company whose shareholdings are registered in the name of
a nominee and who wishes to accept the Tender Offer shall effect such
acceptance in accordance with the nominee's instructions. The Offeror will not
send acceptance forms or other documents related to the Tender Offer to such
shareholders of the Company.
Pledged Shares may only be tendered with the consent of the relevant pledgee.
The obtaining of such consent shall be the responsibility of the relevant
shareholder in the Company. The consent by the pledgee shall be delivered to
the book-entry account operator in writing.
A shareholder in the Company who is registered as a shareholder in the
shareholders' register of the Company and who wishes to accept the Tender Offer
shall submit a properly completed and duly executed acceptance form to the
book-entry account operator managing the shareholder's book-entry account in
accordance with its instructions and within the time limit set by the
book-entry account operator or, in the case such book-entry account operator
does not accept acceptance notifications, such shareholder shall contact
primarily its own bank to give its acceptance to tender its Shares, or
secondarily contact Nordea by sending an email to PIHLISoffer@nordea.com for
further information. The acceptance form shall be submitted so that it is
received during the Offer Period or, if the Offer Period has been extended,
during such extended Offer Period, however, always in accordance with the
instructions of the relevant book-entry account operator. In the event of a
Subsequent Offer Period, the acceptance form shall be submitted so that it is
received during the Subsequent Offer Period, however, always in accordance with
the instructions of the relevant book-entry account operator. The method of
delivery of acceptance forms is at the shareholder's option and risk, and the
delivery will be deemed made only when actually received by the relevant
book-entry account operator. The Offeror reserves the right to reject any
acceptance given in an incorrect or incomplete manner. The Offeror may also
reject any partial tender of the Shares per book-entry account.
By accepting the Tender Offer, the shareholder of the Company authorizes the
book-entry account operator managing the shareholder's book-entry account to
enter a transfer restriction or a sales reservation on the shareholder's
book-entry account after the shareholder has delivered its acceptance of the
Tender Offer. In addition, the shareholder who has accepted the Tender Offer
authorizes the book-entry account operator managing the shareholder's
book-entry account to perform the necessary entries and to take all other
actions required to technically execute the Tender Offer and to sell all the
Shares held on such book-entry account at the time of the execution of trades
under the Tender Offer to the Offeror in accordance with the terms and
conditions of the Tender Offer.
A shareholder that has validly accepted the Tender Offer and that has not
properly withdrawn its acceptance in accordance with the terms and conditions
of the Tender Offer may not sell or otherwise dispose of its tendered Shares. A
transfer restriction in respect of the Shares will be registered in the
relevant book-entry account after a shareholder has submitted the acceptance
for the Tender Offer. If the Tender Offer is not completed or if the acceptance
is properly withdrawn by the shareholder in accordance with the terms and
conditions of the Tender Offer, the transfer restriction registered on the
tendered Shares in the relevant book-entry account will be removed as soon as
possible and within approximately three (3) Finnish banking days following the
announcement that the Tender Offer will not be completed or the receipt of a
notice of withdrawal in accordance with the terms and conditions of the Tender
Offer.
Right of Withdrawal of the Acceptance
In accordance with Chapter 11, Section 16, Subsection 1 of the Securities
Market Act, the acceptances for the Shares validly tendered in accordance with
the terms and conditions of the Tender Offer may be withdrawn at any time
during the Offer Period or, if the Offer Period has been extended, during such
extended Offer Period, until the Offeror has announced that all the Conditions
to Completion have been fulfilled or the Offeror has waived the right to invoke
them, that is, the Offeror has announced the Tender Offer unconditional. After
such announcement, the acceptances for the Shares already tendered may not be
withdrawn except in the event that a third party announces a competing public
tender offer for the Shares before the execution of the sale and purchase of
the Shares in accordance with section "-Terms of Payment and Settlement of
Shares" below.
The proper withdrawal of the acceptance for the Shares validly tendered
requires that a written notice of withdrawal is submitted to the same
book-entry account operator to whom the acceptance form with respect to such
Shares was submitted. In case of holdings that are registered in the name of a
nominee, the holders of Shares shall instruct the nominee to submit the notice
of withdrawal.
If a holder of Shares registered in the Finnish book-entry securities system
withdraws his/her acceptance of the Tender Offer in accordance with the terms
and conditions of the Tender Offer, the transfer restriction registered on the
tendered Shares in the relevant book-entry account will be removed as soon as
possible and within approximately three (3) Finnish banking days following the
receipt of a notice of withdrawal in accordance with the terms and conditions
of the Tender Offer.
A holder of Shares who has validly withdrawn its acceptance of the Tender Offer
may accept the Tender Offer again during the Offer Period at any time prior to
the expiry of the Offer Period or, if the Offer Period has been extended, prior
to the expiry of such extended Offer Period or during the Subsequent Offer
Period, if any, by following the acceptance procedures described in section
"-Acceptance Procedure of the Tender Offer" above.
The book-entry account operator managing the relevant book-entry account or the
nominee may charge a fee for withdrawals in accordance with its price list.
In the event of a Subsequent Offer Period, the acceptance of the Tender Offer
shall be binding and cannot be withdrawn, unless otherwise provided under
mandatory law.
Announcement of the Result of the Tender Offer
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 or, if applicable, the extended or discontinued Offer Period. In
connection with the announcement of the preliminary result of the Tender Offer,
the Offeror will announce whether the Tender Offer will be completed subject to
the Conditions to Completion being fulfilled or waived on the date of the
announcement of the final result of the Tender Offer, and whether the Offer
Period will be extended. The Offeror will announce the final result on or about
the third (3rd) Finnish banking day following the expiry of the Offer Period
or, if applicable, the extended or discontinued Offer Period. The announcement
of the final result will confirm (i) the percentage of the Shares that have
been validly tendered and not properly withdrawn and (ii) whether the Tender
Offer will be completed.
In the event of a Subsequent Offer Period, the Offeror will announce the
initial percentage of the Shares validly tendered during the Subsequent Offer
Period on or about the first (1st) Finnish banking day following the expiry of
the Subsequent Offer Period and the final percentage on or about the third
(3rd) Finnish banking day following the expiry of the Subsequent Offer Period.
Terms of Payment and Settlement of Shares
The sale and purchase of the Shares validly tendered and not properly withdrawn
in accordance with the terms and conditions of the Tender Offer will be
executed no later than on the twelfth (12th) Finnish banking day following the
announcement of the final result of the Tender Offer (the "Closing Date"). This
takes into account the internal timetables concerning the withdrawal of funds
of the Equity Financiers that operate in an investment fund structure. The sale
and purchase of the Shares will take place on Nasdaq Helsinki if permitted by
the rules applicable to securities trading on Nasdaq Helsinki. Otherwise, the
sale and purchase of the Shares will take place outside of Nasdaq Helsinki.
The date for the settlement of the above completion of trades (the "Settlement
Date") will be the Closing Date or the first (1st) Finnish banking day
following the Closing Date. The payment of the Offer Price will be made on the
Settlement Date into the bank account connected to the shareholder's book-entry
account or, in the case of shareholders whose holdings are registered in the
name of a nominee, into the bank account specified by the custodian or nominee.
In any event, the Offer Price will not be paid to a bank account situated in
Canada, Japan, Australia, South Africa, Hong Kong Special Administrative Region
of the People's Republic of China or New Zealand, or any other jurisdiction
where the Tender Offer is not to be made (see "Important Information" above),
and all guidance from custodians or nominees specifying bank accounts in such
jurisdictions will be rejected. The actual time of receipt for the payment by
the shareholder will depend on the schedules of money transactions between
financial institutions and agreements between the holder and book-entry account
operator, custodian or nominee in each case.
In the event of a Subsequent Offer Period, the Offeror shall in connection with
the announcement thereof announce the terms of payment and settlement for the
Shares tendered during the Subsequent Offer Period. The completion trades of
the Shares validly tendered in accordance with the terms and conditions of the
Tender Offer during the Subsequent Offer Period shall, however, be executed at
least within two (2) week intervals.
The Offeror reserves the right to postpone the payment of the Offer Price if
payment is prevented or suspended due to a force majeure event, but shall
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.
If all the Conditions to Completion are not met and the Offeror does not waive
these conditions or extend the Offer Period, the Tender Offer will be
terminated, and no consideration will be paid for the tendered Shares.
Transfer of Ownership
Title to the Shares validly tendered in the Tender Offer will pass to the
Offeror against the payment of the Offer Price by the Offeror to the tendering
shareholder.
Transfer Tax and Other Payments
The Offeror will pay the transfer taxes, if any, relating to the sale and
purchase of the Shares in connection with the completion of the Tender Offer.
Fees charged by book-entry account operators, asset managers, nominees or any
other person for registering the release of any pledges or other possible
restrictions preventing a sale of the relevant Shares, as well as fees relating
to a withdrawal of the tender by a shareholder in accordance with section
"-Right of Withdrawal of the Tender Offer" above, will be borne by each
shareholder. The Offeror shall be responsible for other customary fees relating
to book-entry registrations required for the purposes of the Tender Offer, the
sale and purchase of the Shares tendered under the Tender Offer or the payment
of the Offer Price.
The receipt of cash pursuant to the Tender Offer by a shareholder may be a
taxable transaction for the respective shareholder under applicable tax laws,
including those of the country of residency of the shareholder. Any tax
liability arising to a shareholder from the receipt of cash pursuant to the
Tender Offer shall be borne by the respective shareholder. Each shareholder is
urged to consult its independent professional adviser regarding the tax
consequences of accepting the Tender Offer.
Other Matters
The Tender Offer and this Tender Offer Document shall be governed by Finnish
law and all disputes relating thereto shall be exclusively settled by Finnish
courts of competent jurisdiction.
The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 11, Section 15, Subsection 2 of the Securities
Market Act, subject to the provisions of the Combination Agreement.
Subject to the provisions of the Combination Agreement, the Offeror reserves
the right to extend the Offer Period and to amend the terms and conditions of
the Tender Offer (including a potential withdrawal of the Tender Offer) in
accordance with Chapter 11, Section 17 of the Securities Market Act if, during
the Offer Period or any extended Offer Period, a third party announces a
competing public tender offer for the Shares.
The Offeror shall have sole discretion to determine all other issues relating
to the Tender Offer, subject to the requirements of applicable law as well as
the provisions of the Combination Agreement.
Important Information regarding NID and LEI
According to Directive 2014/65/EU (MiFID II) of the European Parliament and of
the Council, all investors must have a global identification code from 3
January 2018 in order to carry out a securities transaction. These requirements
require legal entities to apply for registration of a Legal Identity Identifier
("LEI") code, and natural persons need to provide their NID (National ID or
National Client Identifier) to accept the Tender Offer. The person's legal
status determines whether a LEI or NID number is required and the book-entry
account operator may be prevented from performing the transaction to the person
if the LEI or NID number is not provided. Legal persons who need to obtain a
LEI code can contact one of the suppliers available on the market. Those who
intend to accept the Tender Offer are encouraged to apply for registration of a
LEI code (legal persons) or to acquire their NID number (natural persons) well
in advance, as this information is required on the acceptance form at the time
of its submission.
Information regarding Processing of Personal Data
Those who accept the Tender Offer will submit personal data, such as name,
address and social security number, to Nordea, who is the controller of the
processing. Personal data provided to Nordea will be processed in data systems
to the extent required to administer the Tender Offer. Personal data obtained
from sources other than the customer may also be processed. Personal data may
also be processed in the data systems of companies with which Nordea
cooperates. Address details may be obtained by Nordea through an automatic
procedure executed by Euroclear. Additional information on processing of
personal data by Nordea, including details on how to exercise data subjects'
rights, may be found at
https://www.nordea.fi/en/personal/get-help/nordea-privacy-policy.html.© 2020 GlobeNewswire
