Nasdaq Helsinki Ltd: PPG Finland Oy to commence redemption proceedings in respect of the remaining minority shares in Tikkurila Oyj

PPG Finland Oy to commence redemption proceedings in respect of the remaining
minority shares in Tikkurila Oyj 



PPG INDUSTRIES, INC.                              
                             11 June 2021 at 4:50
p.m. EEST 





NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. 



On 9 June 2021, PPG Industries, Inc. ("PPG" or the "Offeror") announced that it
will complete the voluntary public cash tender offer to acquire all of the
issued and outstanding shares in Tikkurila Oyj ("Tikkurila" or the "Company")
that are not held by Tikkurila or any of its subsidiaries (the "Shares") (the
"Tender Offer"). As announced previously, the Offeror has transferred all of
the Shares that it owns and has acquired to its fully indirectly owned
subsidiary PPG Finland Oy ("PPG Finland"). PPG has informed Tikkurila that its
ownership has increased above and decreased below the redemption threshold
pursuant to Chapter 18, Section 1 of the Finnish Companies Act. 



As the control of the shares in Tikkurila will not de facto be transferred, the
Financial Supervisory Authority has granted PPG Finland an exemption from the
obligation to launch a mandatory public tender offer pursuant to the Securities
Markets Act. 



As is evident from the flagging notification announced on June 11, 2021, PPG
Finland's ownership of Shares and voting rights carried by the Shares in
Tikkurila has increased to approximately 97.1 per cent. PPG Finland's ownership
has been registered in the shareholders' register of Tikkurila and PPG Finland
has therefore informed Tikkurila that it holds more than 90 per cent of all the
Shares and voting rights carried by the Shares in Tikkurila, and that PPG
Finland therefore has the right and the obligation under Chapter 18, Section 1
of the Finnish Companies Act to redeem the Shares held by the other
shareholders of Tikkurila at a fair price. 

PPG Finland has decided to exercise its redemption right pursuant to the
Finnish Companies Act and to redeem all the Shares held by any other remaining
shareholders in Tikkurila. To implement the redemption of the remaining Shares,
PPG Finland will initiate arbitration proceedings as soon as possible as
provided in the Finnish Companies Act. In such redemption proceedings, PPG
Finland will demand that the redemption price for the remaining Shares be set
at EUR 34.00 per Share, which corresponds to the consideration paid by the
Offeror in the Tender Offer in accordance with the terms and conditions of the
Tender Offer. 



PPG Finland will apply for the shares in Tikkurila to be delisted from Nasdaq
Helsinki Ltd ("Nasdaq Helsinki") as soon as permitted and reasonably
practicable under applicable laws and regulations and the rules of Nasdaq
Helsinki. To the extent permissible under applicable laws and regulations, the
Offeror and its subsidiaries have reserved the right to acquire Shares in
Tikkurila in public trading on Nasdaq Helsinki or otherwise. 



DISTRIBUTION

Nasdaq Helsinki Ltd

Main news media



Investor relations contacts:

PPG:

John Bruno

Investor Relations

[phone]

[e-mail]

investor.ppg.com



Tikkurila:

Sanna Lehti, General Counsel
tel. [phone]
[e-mail]

About PPG

The Offeror manufactures and distributes a broad range of paints, coatings and
specialty materials. The Offeror was incorporated in Pennsylvania in 1883. The
Offeror's vision is to be the world's leading coatings company by consistently
delivering high-quality, innovative and sustainable solutions that customers
trust to protect and beautify their products and surroundings. The Offeror has
a proud heritage and demonstrated commitment to innovation, sustainability,
community engagement and developing leading-edge paint, coatings and specialty
materials technologies. Through dedication and industry-leading expertise, the
Offeror solves its customers' biggest challenges, collaborating closely to find
the right path forward. The Offeror is a global leader, serving customers in
construction, consumer products, industrial and transportation markets and
aftermarkets with manufacturing facilities and equity affiliates in more than
seventy (70) countries. It has approximately forty-seven thousand (47,000)
employees. Further information about the Offeror may be found from the
following website www.ppg.com. 

About Tikkurila

Tikkurila offers decorative paints for consumers and professionals for surface
protection and decoration. In addition, the Company produces paints and
coatings for the metal and wood industries. 

Tikkurila's business highlights high-quality and long-term product development
and considerable marketing investments. The Company's brands include, among
others, Tikkurila, Beckers, Alcro, Teks, and Vivacolor. Tikkurila uses the
Beckers brand only in its decorative paints in Scandinavian countries as well
as in some parts of Eastern Europe under a license from Aktiebolaget Wilh.
Becker, obtained in conjunction with its acquisition of Alcro-Beckers AB in
2001. Important factors in the Company's operations include a functioning and
extensive distribution network, diverse services and an efficient supply chain.
Tikkurila has seven (7) production facilities in six (6) countries and around
two thousand four hundred (2,400) employees. Tikkurila's products are available
in more than forty (40) countries. Further information about Tikkurila may be
found from the following website www.tikkurilagroup.fi. 

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA 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, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. 

THIS RELEASEHAS 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. 

Forward-looking statements

This 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,
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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
release.