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 extends the offer period under the voluntary recommended
cash tender offer for all shares in Pihlajalinna Plc until 20 November 2020
Mehiläinen Yhtiöt Oy, Stock Exchange Release, 15 October 2020 at 5:00 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 (the "Combination Agreement") pursuant to which
Mehiläinen has made a voluntary recommended public cash tender offer for all
issued and outstanding shares in Pihlajalinna (the "Tender Offer").
The acceptance period under the Tender Offer (the "Offer Period") commenced on
9 January 2020 at 9:30 a.m. (Finnish time) and was set to expire on 15 October
2020 at 4:00 p.m. (Finnish time). For reasons outlined below, Mehiläinen has
decided to extend the Offer Period to expire on 20 November 2020 at 4:00 p.m.
(Finnish time), unless extended further or discontinued in accordance with, and
subject to, the terms and conditions of the Tender Offer and applicable laws
and regulations. The Board of Directors of Pihlajalinna has provided its
consent to the extension of the Offer Period until 20 November 2020.
As announced by Mehiläinen on 29 September 2020, the Finnish Competition and
Consumer Authority has made a proposal to the Market Court to prohibit the
proposed combination of Mehiläinen and Pihlajalinna, and the matter is
currently being reviewed by the Market Court. Based on currently available
information, Mehiläinen estimates that the Market Court will render its
decision in the matter towards the end of the statutory handling period, which
expires on 29 December 2020.
The Combination Agreement provides for a mutual termination right of the
Combination Agreement in the event that the Tender Offer has not been completed
by the agreed long-stop date of 30 November 2020 (the "Long-Stop Date"). For as
long as the Combination Agreement remains in force, Mehiläinen has an
obligation thereunder to use reasonable best efforts to complete the Tender
Offer, including by way of extending the Offer Period to the extent permissible
under applicable laws and regulations.
In accordance with its obligations under the Combination Agreement, Mehiläinen
has decided to extend the Offer Period until 20 November 2020. While Mehiläinen
currently deems it more unlikely than likely that the Market Court would render
its decision in time to enable completion of the Tender Offer prior to the
Long-Stop Date, Mehiläinen is for reasons outlined below currently not in a
position to extend the Offer Period beyond 20 November 2020, such date being
the latest date enabling completion of the Tender Offer by the Long-Stop Date,
should the Market Court render its decision in time.
An extension of the Offer Period beyond the Long-Stop Date to account for the
entire expected duration of the Market Court proceedings would necessarily
entail that the Tender Offer could not be completed until the first quarter of
2021 at the earliest, assuming the Market Court's decision will not be
appealed. This would in turn necessitate amendments to the existing debt and
equity financing arrangements for the Tender Offer. Mehiläinen is therefore
currently not in a position to extend the Offer Period beyond the agreed
Long-Stop Date to account for the entire expected duration of the Market Court
proceedings.
Mehiläinen will continue the Market Court proceedings with the aim of obtaining
clearance for the proposed combination. Mehiläinen will also continue its
ongoing dialogue with Pihlajalinna with respect to the conduct of the Market
Court proceedings.
Due the circumstances referred to above, shareholders of Pihlajalinna are
advised of the increased uncertainties related to the completion of the Tender
Offer. Firstly, there can be no guarantee that the Offer Period can be extended
further, which could result in the lapsing of the Tender Offer after 20
November 2020 provided that the Market Court has not rendered its decision
within this time period. Secondly, even if the Offer Period is extended
further, there can be no guarantee that the Market Court will approve the
proposed combination on terms that are within the limits set out in the terms
and conditions of the Tender Offer, or at all. If the Offer Period is extended
further and the Market Court decides to approve the proposed combination,
Mehiläinen currently estimates that the Tender Offer could be completed during
the first quarter of 2021 at the earliest, assuming the Market Court's decision
is not appealed.
Mehiläinen will supplement the tender offer document concerning the Tender
Offer, dated 8 January 2020, to reflect the extension of the Offer Period and
other information included in this stock exchange release and will publish such
supplement document once it has been approved by the Finnish Financial
Supervisory Authority.
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
