Anton Holding II Oy/Avidly Plc, Inside information, 12 July 2022 at 8:45 a.m.
(EEST)
THIS 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.
Adelis, a highly active private equity investor in the technology services
sector, will make a voluntary public cash tender offer for all issued and
outstanding shares and special rights in Avidly Plc recommended by the Board of
Directors of Avidly Plc. Avidly Plc is a leading marketing technology service
provider with its shares trading on Nasdaq First North Helsinki.
Anton Holding II Oy (the "Offeror"), which is an indirect subsidiary of Adelis
Equity Partners Fund III AB ("Adelis Fund III") (Adelis Fund III together with
its affiliated entities, "Adelis"), and Avidly Plc ("Avidly" or the "Company")
have on 12 July 2022 entered into a combination agreement (the "Combination
Agreement") pursuant to which the Offeror will make a voluntary public cash
tender offer recommended by the Board of Directors of Avidly for all issued and
outstanding shares and special rights in Avidly that are not held by Avidly or
any of its subsidiaries (the "Tender Offer"). In the Tender Offer, Avidly's
shareholders will be offered a cash consideration of EUR 5.50 for each issued
and outstanding share in Avidly (the "Share Offer Price"). The Tender Offer
values Avidly's total equity, including the issued and outstanding shares and
special rights, at approximately EUR 32.5 million. The Board of Directors of
Avidly has unanimously decided to recommend that the shareholders of Avidly and
holders of special rights accept the Tender Offer. Certain major shareholders
and certain members of management of Avidly, including the holders of all of
the special rights issued by Avidly, together representing in aggregate
approximately 57.0 percent of the issued and outstanding shares and votes in
Avidly (on a fully diluted basis assuming full conversion of the special rights
into shares), have provided irrevocable undertakings to accept the Tender
Offer.
KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER
-- The Share Offer Price is EUR 5.50 in cash for each issued and outstanding
share in Avidly, subject to any adjustments as set out in section "The
Tender Offer in Brief-The Offer Price" below.
-- The Share Offer Price represents a premium of approximately:
-- 48.6 percent compared to the closing price (EUR 3.70) of the Avidly
share on First North Growth Market Finland ("First North") maintained by
Nasdaq Helsinki Ltd on 11 July 2022, the last trading day before the
announcement of the Tender Offer; and
-- 41.9 percent compared to the volume-weighted average trading price (EUR
3.87) of the Avidly share on First North during the three (3) months
immediately preceding the announcement of the Tender Offer.
-- The Board of Directors of Avidly has unanimously decided to recommend that
the shareholders of Avidly and holders of special rights accept the Tender
Offer.
-- CapMan Growth Equity Fund 2017 Ky, Stockholm Holding Co w.l.l., Palcmills
Oy, Amrap Holding AS, Gobelet Oy, Viento Oy, WeAreFuture AB, Juha Impola,
Jonaz Kumlander, Jesse Maula, Ismo Nikkola, Hans Parvikoski and Ville
Skogberg have irrevocably undertaken to accept the Tender Offer. Such
undertakings in aggregate concern approximately 57.0 percent of the issued
and outstanding shares and votes in Avidly (on a fully diluted basis
assuming full conversion of the special rights into shares) and will remain
in force regardless of any superior competing offers.
-- The completion of the Tender Offer is subject to certain customary
conditions being fulfilled or 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 and
special rights representing, together with any other shares and special
rights otherwise acquired by the Offeror, more than ninety (90) percent of
the issued and outstanding shares and votes in Avidly, calculated in
accordance with Chapter 18, Section 1 of the Finnish Limited Liability
Companies Act and on a fully diluted basis.
-- The Tender Offer is not conditional upon availability of financing.
-- The Offeror will on or about 25 July 2022 publish a tender offer document
(the "Tender Offer Document") with detailed information about the Tender
Offer and information on how to accept the Tender Offer.
-- The offer period under the Tender Offer is currently expected to commence
on or about 25 July 2022 and to expire on or about 2 September 2022, unless
the offer period is extended or discontinued by the Offeror in accordance
with the terms and conditions of the Tender Offer and applicable laws. The
Tender Offer is currently expected to be completed during the third quarter
of 2022.
Commenting on the Tender Offer, John-Matias Uuttana and Hampus Nestius at
Adelis:
"At Adelis, we seek to partner with companies that exhibit significant organic
and inorganic growth potential, while operating in attractive market segments
with solid market position. Having researched the HubSpot marketing technology
ecosystem thoroughly, we see great potential for the future development and
growth of Avidly in a private setting. Avidly's business model and leading
position within the marketing technology ecosystem combined with the support
from Adelis is a strong foundation for long-term growth. We look forward to
working closely with the Avidly team in the coming years," say John-Matias
Uuttana and Hampus Nestius at Adelis.
Commenting on the Tender Offer, Joakim Fagerbakk, Chairman of the Board of
Directors of Avidly:
"Over a relatively short time, Avidly has evolved from a turnaround company to
a leading MarTech company implementing an ambitious international growth
strategy. Avidly's Board of Directors has given its full support to the
Company's management in the development of the business and in searching for
new growth opportunities, although with very limited financial resources. The
Board of Directors has carefully considered Adelis' ability to be a good owner
for Avidly from the perspective of different stakeholders.
The Board of Directors sees that Avidly will benefit from Adelis' long
experience, and strong resources in accelerating growth of companies in the
technology services sector. The Board of Directors also views that Adelis'
offer represents a fair value extraction for Avidly's shareholders and is
therefore also a great opportunity for them in the current global situation,"
says Joakim Fagerbakk, Chairman of Avidly's Board of Directors.
Commenting on the Tender Offer, Jesse Maula, Chief Executive Officer of Avidly:
"The global MarTech industry is growing and consolidating at a rapid pace. We
want Avidly to have a significantly stronger role in this development and seek
clearly faster growth both organically and through mergers and acquisitions. To
succeed in this, we need a solid partner to support us.
We believe that Adelis is the partner with whom we have the best opportunities
to accelerate Avidly's growth and create value for our stakeholders", says
Jesse Maula, CEO of Avidly.
BACKGROUND AND STRATEGIC RATIONALE
Adelis is a growth partner for well-positioned, Nordic companies. Since raising
its first fund in 2013, Adelis has been one of the most active investors in the
Nordic middle-market, making 34 platform investments and more than 150 add-on
acquisitions. Adelis is a highly active private equity investor in the
technology services sector, and a significant share of Adelis' historical track
record has been built on investments in technology services. Adelis' investors
include leading Finnish, Nordic and global pension funds, foundations, family
offices and asset managers. The Adelis team has over 100 years of cumulative
private equity experience, and Adelis currently manages approximately EUR 2
billion in capital.
Avidly is a leading Nordic-based marketing technology (MarTech) service
provider with its shares trading on Nasdaq First North Helsinki. In Avidly's
MarTech offering, customer experience, data and technology are closely entwined
into its impact-driven growth strategy. Avidly partners with organizations of
all sizes, from start-ups to Fortune 500 companies and is committed to creating
solutions that help companies to grow. Avidly has a team of approximately 280
MarTech professionals in 18 locations in Finland, Sweden, Norway, Denmark,
Germany, the UK and Canada.
Adelis believes that its extensive experience and excellent track record in
technology services, as evident from Adelis' previous investments in, for
example, Valtti and AddPro, makes it a strong partner for Avidly and its
management team in continuing to grow the business both organically and through
add-on acquisitions.
The completion of the Tender Offer is not expected to have any major immediate
effects on Avidly's operations or assets, the position of its management or
employees, or its business locations. However, as is customary, the Offeror
intends to change the composition of the Board of Directors of Avidly as soon
as practically possible after the completion of the Tender Offer to reflect the
new ownership structure of Avidly.
THE TENDER OFFER IN BRIEF
The Offeror and Avidly have on 12 July 2022 entered into the Combination
Agreement pursuant to which the Offeror will make a voluntary public cash
tender offer recommended by the Board of Directors of Avidly for all issued and
outstanding shares and special rights in Avidly that are not held by Avidly or
any of its subsidiaries. A brief summary of the main terms of the Combination
Agreement is provided under "The Combination Agreement" below.
The Offeror and Avidly have undertaken to comply with the recommendation on
procedures to be followed in Finnish public tender offers issued by the Finnish
Securities Market Association (the "Helsinki Takeover Code").
On the date of this announcement, Avidly has a total of 5,369,660 issued
shares, of which 5,339,537 are outstanding, and a total of 569,580 issued
special rights, all of which are outstanding. As at the date of this
announcement, the Offeror does not hold any shares or voting rights in the
Company. The Offeror reserves the right to acquire shares and voting rights in
the Company before, during and/or after the offer period (including any
extension thereof and any subsequent offer period) in public trading on First
North or otherwise.
The Offer Price
The Share Offer Price is EUR 5.50 in cash for each issued and outstanding share
in Avidly. The price offered for each issued and outstanding special right
granted to certain members of Avidly's management team under its share-based
long-term incentive plan is EUR 5.49 in cash for each special right (the
"Special Right Offer Price"). Assuming that all issued and outstanding shares
and special rights in Avidly would be tendered in the Tender Offer, the total
aggregate consideration payable by the Offeror would equal EUR 32.5 million.
The Share Offer Price represents a premium of approximately:
-- 48.6 percent compared to the closing price (EUR 3.70) of the Avidly share
on First North on 11 July 2022, the last trading day before the
announcement of the Tender Offer; and
-- 41.9 percent compared to the volume-weighted average trading price (EUR
3.87) of the Avidly share on First North during the three (3) months
immediately preceding the announcement of the Tender Offer.
The Share Offer Price has been determined based on 5,339,537 outstanding shares
and the Special Right Offer Price has been determined based on 569,580
outstanding special rights in Avidly. Should the number of shares or
instruments entitling to shares issued and outstanding in Avidly on the date
hereof change as a result of a new issuance of shares or instruments entitling
thereto (other than the issuance of 569,580 shares in connection with the
Company's share-based long-term incentive plan, as announced by the Company on
15 July 2020, and the related conversion of each special right into shares in
the Company as may be requested by the Offeror), reclassification, stock split
or any other similar transaction, or should Avidly 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 Share Offer Price and/or the Special Right Offer
Price, as applicable, will be reduced accordingly on a euro-for-euro basis.
The offer period
The offer period under the Tender Offer is currently expected to commence on or
about 25 July 2022 and to expire on or about 2 September 2022. The Offeror
reserves the right to extend the offer period from time to time or discontinue
the offer period in accordance with the terms and conditions of the Tender
Offer and applicable laws and regulations. The Tender Offer is currently
expected to be completed during the third quarter of 2022.
The detailed terms and conditions of the Tender Offer as well as instructions
on how to accept the Tender Offer will be included in the Tender Offer
Document, which the Offeror expects to publish on or about 25 July 2022.
Recommendation by the Board of Directors of Avidly
The Board of Directors of Avidly has unanimously decided to recommend that the
shareholders of Avidly and holders of special rights accept the Tender Offer.
The Board of Directors will issue its complete statement on the Tender Offer
before the commencement of the offer period. The Board of Directors of Avidly
has received a fairness opinion from Sisu Partners Oy, according to which the
Share Offer Price and Special Right Offer Price are, from a financial point of
view, fair and reasonable from the perspective of the shareholders of Avidly
and holders of special rights, respectively. The complete fairness opinion will
be attached to the statement of the Board of Directors of Avidly.
The complete statement of the Board of Directors of Avidly regarding the Tender
Offer will be published prior to the commencement of the offer period and
appended to the Tender Offer Document.
Strong support by major shareholders of Avidly
Certain major shareholders and certain members of management of Avidly,
including the holders of all of the special rights issued by Avidly, CapMan
Growth Equity Fund 2017 Ky, Stockholm Holding Co w.l.l., Palcmills Oy, Amrap
Holding AS, Gobelet Oy, Viento Oy, WeAreFuture AB, Juha Impola, Jonaz
Kumlander, Jesse Maula, Ismo Nikkola, Hans Parvikoski and Ville Skogberg
(jointly, the "Major Shareholders"), have irrevocably undertaken to accept the
Tender Offer. Such undertakings in aggregate concern approximately 57.0 percent
of the issued and outstanding shares and votes in Avidly (on a fully diluted
basis assuming full conversion of the special rights into shares) and will
remain in force regardless of any superior competing offers.
Conditions to completion of the Tender Offer
The obligation of the Offeror 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 (jointly, the
"Closing Conditions") on or prior to the date of the Offeror's announcement of
the final result of the Tender Offer:
1. the valid tender of shares and special rights representing, together with
any other shares and special rights otherwise acquired by the Offeror, more
than ninety percent (90%) of the issued and outstanding shares and voting
rights in the Company, calculated in accordance with Chapter 18, Section 1
of the Finnish Limited Liability Companies Act and on a fully diluted
basis;
2. the receipt of all necessary regulatory approvals, permits and consents,
including merger control clearances, and that any conditions set or
remedies or commitments required in such approvals, permits, consents or
clearances, including any requirements to divest or hold separate any
assets or operations, or to reorganize the business, are in each case
satisfactory to the Offeror in that they do not (A) constitute or are
likely to result in a material adverse change or (B) impose a requirement
on the Offeror to agree to any measures with respect to any of its
affiliates or any of their respective portfolio companies;
3. no material adverse change having occurred after the signing date of the
Combination Agreement;
4. the Offeror not, after the signing date of the Combination Agreement,
having received new information that constitutes a material adverse change;
5. no information made public by the Company or disclosed by the Company to
the Offeror being materially inaccurate, materially incomplete, or
materially 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 First North, provided that, in each case,
the information made public, disclosed or not disclosed or the failure to
disclose information constitutes a material adverse change;
6. no law or regulation having been enacted and no court or regulatory
authority of competent jurisdiction having given an order or issued any
regulatory action that would prevent, materially postpone or materially
challenge the completion of the Tender Offer in accordance with its terms;
7. 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 or modified (excluding technical modifications or change of the
recommendation required under applicable laws or the Helsinki Takeover Code
as a result of a competing offer so long as the recommendation to accept
the Tender Offer is upheld);
8. the Combination Agreement not having been terminated and remaining in force
and no event having occurred that would give the Offeror the right to
terminate the Combination Agreement; and
9. each undertaking issued by each of the Major Shareholders to accept the
Tender Offer remaining in force in accordance with its terms.
The Offeror has the right to cause the Tender Offer not to proceed, to lapse or
to be withdrawn if any of the Closing Conditions becomes incapable of
satisfaction, only provided that the circumstances which give rise to the right
to invoke the relevant Closing Condition have material significance to the
Offeror in view of the Tender Offer, as referred to in the Regulations and
Guidelines 9/2013 of the Finnish Financial Supervisory Authority (Public
takeovers and mandatory offer obligation), as amended. For example, any
requirement imposed on the Offeror to agree to any measures with respect to any
of its affiliates or any of their respective portfolio companies as referred to
in the Closing Condition in section (ii) above will, in accordance with the
Combination Agreement, automatically be deemed to have such material
significance to the Offeror in view of the Tender Offer. The Offeror reserves
the right to waive, to the extent permitted by applicable laws and regulations,
any of the Closing Conditions that have not been fulfilled.
Authority approvals
The Offeror will, as soon as reasonably practicable, make all submissions,
notifications and filings required to obtain all necessary regulatory approvals
from relevant authorities in all jurisdictions where required under applicable
laws and regulations. Based on currently available information, the Offeror
expects the Tender Offer to be subject to merger control clearance in Finland
and estimates that such clearance as well as any other necessary regulatory
approvals will be obtained prior to the expiry of the initial offer period. If
all necessary regulatory approvals have not been obtained prior to the expiry
of the initial offer period, the Offeror may extend the offer period in
accordance with, and subject to, the terms and conditions of the Tender Offer
and applicable laws, in order to satisfy the Closing Conditions, including
obtaining necessary regulatory approvals.
Financing
As required under applicable laws, the Offeror has, and will have at the
completion of the Tender Offer, access to equity funding in sufficient amounts
to finance the payment of the aggregate Share Offer Price and Special Right
Offer Price for all of the issued and outstanding shares and special rights in
Avidly in connection with the Tender Offer (including in any mandatory
redemption proceedings in accordance with the Finnish Limited Liability
Companies Act). Adelis Fund III has executed an equity commitment letter
addressed to the Offeror confirming the financing for such payment. The
Offeror's obligation to complete the Tender Offer is not conditional upon
availability of financing.
Future plans concerning the shares and special rights
The Offeror intends to acquire all of the issued and outstanding shares and
votes as well as special rights in Avidly. If as a result of the completion of
the Tender Offer, the Offeror's ownership exceeds ninety (90) percent of all
issued and outstanding shares and votes in the Company, when calculated
together with any other shares and votes otherwise acquired by the Offeror and
in accordance with Chapter 18, Section 1 of the Finnish Limited Liability
Companies Act and on a fully diluted basis, the Offeror intends to initiate
mandatory redemption proceedings in accordance with the Finnish Limited
Liability Companies Act to acquire the remaining shares in Avidly, and
thereafter to cause Avidly's shares to be delisted from First North as soon as
reasonably practicable. In connection with any such redemption proceedings, the
Offeror intends to also acquire or cause the Company to redeem any issued and
outstanding special rights in Avidly which have not been validly tendered in
the Tender Offer, or otherwise acquired by the Offeror, in accordance with the
terms and conditions of such special rights.
The Combination Agreement
The Combination Agreement between Avidly and the Offeror sets forth the
principal terms under which the Offeror will make the Tender Offer.
Under the Combination Agreement, the Board of Directors of Avidly has, in the
event of materially changed circumstances or a possible superior competing
offer or proposal, undertaken not to withdraw or modify its recommendation for
the Tender Offer unless, after taking advice from reputable external legal and
financial advisers, the Board of Directors of Avidly determines in good faith
that it would clearly no longer be in the best interest of the shareholders of
Avidly and holders of special rights to accept the Tender Offer, and that such
withdrawal or modification of the recommendation is required for the Board of
Directors of Avidly to comply with its mandatory fiduciary duties. The Board of
Directors of Avidly may withdraw or modify its recommendation for the Tender
Offer in accordance with the above only if the Board of Directors has complied
with certain agreed procedures, including allowing the Offeror to negotiate
with the Board of Directors and to enhance the Tender Offer. If the Offeror
enhances the Tender Offer such that the enhanced Tender Offer, in the
reasonable opinion of the Board of Directors, is in the interest of the
shareholders of Avidly and holders of special rights, the Board of Directors of
Avidly shall confirm and uphold its recommendation (as amended based on the
enhanced Tender Offer) for the Tender Offer, as enhanced.
Avidly has undertaken not to, and to cause each of its affiliates as well as
its and their representatives not to, directly or indirectly, solicit,
encourage, facilitate, promote, initiate or continue any discussions or
participate in any negotiations concerning, provide information with respect to
Avidly or any of its affiliates to any person in connection with, or otherwise
contribute to, promote or cooperate with any person in relation to any
competing offer or proposal.
The Combination Agreement further includes certain customary warranties and
undertakings by both parties, such as conduct of business by Avidly in the
ordinary course of business before the completion of the Tender Offer, and
cooperation by the parties in making the necessary regulatory filings.
The Combination Agreement may be terminated by Avidly or the Offeror under
certain circumstances, including, among others, if the Board of Directors of
Avidly withdraws or modifies its recommendation for the Tender Offer, or if a
court or authority issues an order, which is in effect and makes illegal or
prohibits the consummation of the Tender Offer, or if the Tender Offer has not
been completed by the agreed long-stop date being 31 January 2023, or upon a
material breach of any of Avidly's or the Offeror's warranties or undertakings
under the Combination Agreement.
ADVISERS
The Offeror has appointed Carnegie Investment Bank AB, Finland Branch as its
financial adviser, Avance Attorneys Ltd as its legal adviser and Miltton Ltd as
communications adviser in connection with the Tender Offer. Evli Plc acts as
the arranger of the Tender Offer.
Avidly has appointed Ernst & Young AB, EY Corporate Finance as its financial
adviser and DLA Piper Finland Attorneys Ltd. as its legal adviser in connection
with the Tender Offer. Sisu Partners Oy issued the fairness opinion to the
Board of Directors of Avidly.
Investor Relations contacts:
Adelis
Adalbjörn Stefansson
Investor Relations
Adelis Equity Partners
adalbjorn.stefansson@adelisequity.com
+46 (0) 8 525 200 00
Avidly
Jesse Maula
CEO
Avidly
jesse.maula@avidlyagency.com
+358 (0) 40 548 0248
Certified Adviser: Oaklins Merasco Ltd, tel. +358 (0) 9 612 9670
Media enquiries:
Adelis
Heidi Paro
Miltton Ltd
heidi.paro@miltton.fi
+358 (0) 44 553 8729
Avidly
Joakim Fagerbakk (in English)
Chair of the Board of Directors
Avidly
joakim.fagerbakk@avidlyagency.com
+47 (0) 464 28 133
Adelis in brief
Adelis is a growth partner for well-positioned, Nordic companies. Adelis
partners with management and/or owners to build businesses in growth segments
and with strong market positions. Since raising its first fund in 2013, Adelis
has been one of the most active investors in the Nordic middle-market, making
34 platform investments and more than 150 add-on acquisitions. Adelis today
manages approximately EUR 2 billion in capital.
Avidly in brief
Avidly is a leading Nordic-based marketing technology (MarTech) service
provider with its shares trading on Nasdaq First North Helsinki. In Avidly's
MarTech offering, customer experience, data and technology are closely entwined
into its impact-driven growth strategy. Avidly partners with organizations of
all sizes, from start-ups to Fortune 500 companies and is committed to creating
solutions that help companies to grow. Avidly has a team of approximately 280
MarTech professionals in 18 locations in Finland, Sweden, Norway, Denmark,
Germany, the UK and Canada.
IMPORTANT INFORMATION
THIS 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 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 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 AND SPECIAL RIGHTS ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN A TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, AND
THE SHARES AND SPECIAL RIGHTS 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 PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY
OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER
ARE 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 RELEASE AND ANY OTHER DOCUMENTS 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 RELEASE AND ANY OTHER DOCUMENTS 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 for securityholders in the United States
Securityholders in the United States are advised that the shares and special
rights in Avidly are not listed on a U.S. securities exchange and that Avidly
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 and special
rights in Avidly, which is domiciled in Finland, and is subject to Finnish
disclosure and procedural requirements. The Tender Offer is made in the United
States pursuant to Section 14(e) and Regulation 14E under the Exchange Act
(taking into account certain relief available thereunder), 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 applicable under United States tender offer rules and regulations.
The financial information included in this 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 will be made to Avidly's securityholders resident
in the United States on the same terms and conditions as those made to all
other securityholders of Avidly to whom an offer is made.
To the extent permissible under applicable law and regulations (including Rule
14e-5 under the Exchange Act), the Offeror and its affiliates and their
respective nominees or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time after the date of this release
and during the pendency of the Tender Offer, and other than pursuant to the
Tender Offer, directly or indirectly, purchase or arrange to purchase, shares
in Avidly or any securities that are convertible into, exchangeable for or
exercisable for such shares. Any such purchases or arrangements to purchase may
occur in the open market at prevailing prices or in private transactions at
negotiated prices. To the extent information about any 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. securityholders of Avidly of such information. In addition, the
financial advisers to the Offeror may also engage in ordinary course trading
activities in securities of Avidly, which may include purchases or arrangements
to purchase such securities. To the extent required in Finland, any information
about any such purchases or arrangements to purchase 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 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 or
special rights in Avidly 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 and special rights in Avidly is urged to
consult its independent professional adviser immediately regarding the tax
consequences of accepting the Tender Offer.
It may be difficult for Avidly's U.S. securityholders to enforce their rights
and any claims they may have arising under the U.S. federal securities laws
against the Offeror or Avidly, since the Offeror and Avidly 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. In addition, all or most
of the assets of the Offeror and Avidly, respectively, are located outside the
United States. Avidly's securityholders may not be able to sue the Offeror or
Avidly 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
the Offeror, Avidly or their respective affiliates to subject themselves to a
U.S. court's judgment.
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,
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
release.
Disclaimer
Carnegie Investment Bank AB, Finland Branch, is acting as financial adviser to
the Offeror and no one else in connection with the Tender Offer, will not
regard any other person than the Offeror as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Offeror for
providing the protections afforded to its clients nor for providing advice in
relation to the Tender Offer.
Evli Plc is acting as arranger in relation to the Tender Offer, will not regard
any other person than the Offeror as its client in relation to the Tender Offer
and will not be responsible to anyone other than the Offeror for providing the
protections afforded to its clients nor for providing advice in relation to the
Tender Offer.
Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1078803© 2022 GlobeNewswire
