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.
The Finnish Competition and Consumer Authority proposes that the Finnish Market
Court prohibit the combination of Mehiläinen Yhtiöt Oy and Pihlajalinna Plc
Mehiläinen Yhtiöt Oy, Stock Exchange Release, 29 September 2020 at 3:00 p.m.
(EET)
Mehiläinen Yhtiöt Oy ("Mehiläinen" or the "Offeror") and Pihlajalinna Plc
("Pihlajalinna") announced on 5 November 2019 that they had entered into a
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 Competition and Consumer Authority (the "FCCA") has today concluded
its review of the proposed combination of Mehiläinen and Pihlajalinna and made
a proposal to the Finnish Market Court to prohibit the transaction.
"We regret that the FCCA has decided to propose to the Market Court to prohibit
the transaction. We believe the remedies offered by Mehiläinen in the course of
the review process were extensive in scope and addressed all competition
concerns raised by the FCCA. We will now review the FCCA's proposal in detail
and thereafter decide, in consultation with Pihlajalinna, on the best way
forward" says Janne-Olli Järvenpää, CEO of Mehiläinen.
The combination agreement between Mehiläinen and Pihlajalinna provides for a
mutual termination right in the event that the Tender Offer has not been
completed by the agreed long-stop date of 30 November 2020. The timetable of
the forthcoming proceedings at the Market Court is currently unclear. Pursuant
to applicable laws, the Market Court shall render its decision in the matter
within three months from the FCCA's proposal, i.e. no later than on 29 December
2020. There can therefore be no guarantee that the Finnish Market Court will
render its decision in time to enable completion of the Tender Offer prior to
the said long-stop date.
The acceptance period under the Tender Offer is currently set to expire on 15
October 2020 at 4:00 p.m. (Finnish time). Mehiläinen will review the FCCA's
proposal in detail and as soon as reasonably practicable decide, in
consultation with Pihlajalinna, on the conduct of the proceedings at the Market
Court and on any possible extension of the acceptance period.
Contacts for media and investor inquiries:
Mehiläinen
Janne-Olli Järvenpää, CEO of Mehiläinen
Requests for contacts through Mehiläinen's communications:
Communications Director Laura Martinsuo
tel. +358 40 196 2892
laura.martinsuo@mehilainen.fi
Pihlajalinna
Joni Aaltonen, CEO 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 approximately 1.3 million
customers every year across Finland. In 2019, our revenue was EUR 1064.1
million and our customers were cared for by more than 21,800 employees and
private practitioners at over 500 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 518.6 million in 2019. Pihlajalinna's nearly 6,000 employees
and approximately 1,200 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 THE TENDER OFFER DOCUMENT AND RELATED
ACCEPTANCE FORMS AND SUPPLEMENT DOCUMENTS 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.© 2020 GlobeNewswire
