North Holdings 3 Oy comments on competing offer, extends offer period, and
provides updated information on its regulatory approvals and financing
NORTH HOLDINGS 3 OY STOCK EXCHANGE RELEASE
January 11, 2023 at 16.45 EET
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.
North Holdings 3 Oy comments on competing offer, extends offer period, and
provides updated information on its regulatory approvals and financing
-- North Holdings 3 Oy
(the "Offeror") believes that its Tender Offer holds significant
advantages, particularly
in terms of transaction certainty and timeline,
compared to the competing offer announced on January 10, 2023 by
Crayfish BidCo Oy ("Crayfish"), an entity controlled by Triton Fund V.
-- Regulatory approvals for the completion of the Tender Offer are progressing
well and the Offeror expects imminently in the coming days to receive the
merger control clearance decision of the European Commission. The Offeror
extends the offer period to expire on January 31, 2023 to obtain the few
remaining regulatory approvals that are required for the completion of the
Tender Offer, which are expected to be received shortly.
-- The Offeror has secured the availability of debt financing for the Tender
Offer also if the 90% minimum acceptance condition under the Tender Offer
would be reduced or waived, provided that the Offeror
'
s shareholding in Caverion would amount to at least 75% following the
completion of the Tender Offer.
The Offeror, a private limited liability company incorporated and existing
under the laws of Finland, that will be indirectly owned by a consortium led by
North (BC) Lux Holdco SARL (a vehicle owned and controlled by funds managed or
advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates
(together "Bain Capital" and such funds being the "Bain Capital Funds")) and
further including Security Trading Oy ("Security Trading"), Fennogens
Investments S.A. ("Fennogens") and Corbis S.A. ("Corbis") (together the
"Consortium"), announced on November 3, 2022, a voluntary recommended public
cash tender offer for all the issued and outstanding shares in Caverion
Corporation ("Caverion" or the "Company") that are not held by Caverion or its
subsidiaries (the "Shares" or, individually, a "Share") (the "Tender Offer").
The shareholders of Caverion (other than Caverion or its subsidiaries) have
been offered a cash consideration of EUR 7.00 for each Share validly tendered
in the Tender Offer (the "Offer Price"). The offer period for the Tender Offer
commenced on November 24, 2022 and is currently ongoing.
OFFEROR'S COMMENTS ON COMPETING OFFER
The Offeror has noted that Crayfish announced on January 10, 2023 a competing
offer of EUR 8.00 that Crayfish intends to commence on or about January 31,
2023. Based on the information announced regarding the competing offer, the
Offeror believes that its Tender Offer holds significant advantages compared to
the competing offer, particularly in terms of transaction certainty and
timeline.
Crayfish's announcement states that Crayfish does not anticipate any material
substantive issues to completion of its offer, which it states is expected
during the third or fourth quarter of 2023, and specifies that Crayfish expects
its offer to be subject to merger control clearance by the European Commission
as well as foreign direct investment approvals. However, the announcement does
not include references to Triton's ownership of one of Caverion's key
competitors, Assemblin, and the expected complexity and remedy requirements
resulting from this overlapping investment. The Offeror understands from its
external legal advisors that the European Commission or the national
competition authorities (the "Competition Authorities") will not consider
Caverion and Assemblin as independent competitors once they are proposed to
come under the common control of Triton, even if the investments are held by
different funds managed by Triton. Therefore, the Offeror expects that
Crayfish's offer will likely trigger one or more complex and time-consuming
merger control review processes with an uncertain timeline and outcome.
Based on the experience of the Offeror's external legal advisers, the merger
control review of Crayfish's offer could take even up to 12 months or more from
announcement, and gives rise to significant execution risk. As a relevant
comparison, based on public information, Assemblin's recent acquisition of a
much smaller competitor in Finland, Fidelix Group, resulted in a 9.5 month
merger control process between signing and closing and required Assemblin to
sell certain assets prior to completion of the acquisition in question. The
significant degree of competition between the businesses of Caverion and
Assemblin similarly implies a strong likelihood of merger control remedies
being required, which could include a requirement for Triton to enter into
binding agreements for Caverion to sell assets before merger control clearance
can be granted. Any such sales of assets could trigger new merger control and
foreign investment filings by prospective buyers, potentially increasing the
time and uncertainty associated with executing Crayfish's offer, in particular
given the long-stop date of January 8, 2024 under Crayfish's debt financing
arrangements for the competing offer.
Crayfish has also announced its offer without a recommendation from Caverion's
Board of Directors or a combination agreement with Caverion, and Crayfish is
therefore not subject to any specific commitments or undertakings with respect
to any sales of assets or other potential merger control remedies that may be
required. As noted by Crayfish in its announcement, the length of the merger
control clearance process is not within the control of Crayfish, and there can
be no assurances that clearance would be obtained within the estimated
timeframe, or at all. Under the terms of Crayfish's offer, if Crayfish were to
view merger control remedies as materially adverse for its investment case for
Caverion or for other investments of Triton, Crayfish may unilaterally decide
to terminate and withdraw its offer, preventing the Caverion shareholders who
have tendered their Shares to Crayfish from receiving any proceeds.
In contrast, the regulatory approvals related to the Tender Offer by the
Offeror are progressing as planned, facilitated by the fact that Bain Capital
does not control any other investment in the same sector as Caverion. In
particular, the Offeror expects to receive approval from the European
Commission in the coming days. In addition, the review of the Offeror's foreign
investment filings was initiated shortly after announcement of the Tender Offer
and the relevant clearances are expected to be received shortly. The Consortium
intends to commit financing resources and sector expertise to grow Caverion. In
particular, the Consortium is committed to preserve and expand Caverion's
Finnish and wider Nordic footprint, which includes keeping Caverion's
headquarters in Finland.
Halvor Meyer Horten, Managing Director, Head of Nordics, Bain Capital comments:
"The Consortium believes that our offer of getting 7.00 EUR for the shares in
Caverion now represents a superior offer to Triton's slightly higher price in
possibly 12 months with its significant uncertainties around antitrust. With
regulatory approvals for the Consortium expected to have all been secured
during the coming weeks, secured funding and no exposure to competing business
activities, the Consortium's offer is highly feasible and its timely completion
likely."
Klaus Cawén, on behalf of Security Trading, Fennogens Investments and Corbis,
comments:
"The Consortium intends to commit significant resources to sustainably improve
the operating performance of the Company, working closely together with
Caverion's management and employees. For us, as committed and active long-term
core shareholders of Caverion, it is important to provide historical and
cultural continuity and to support growth plans based on the Consortium's
Tender Offer that preserve and expand Caverion's Finnish and Nordic footprint.
We believe that transaction certainty and business continuity represented by
the Consortium's Tender Offer as well as our aim of growing Caverion as a
stand-alone company and ensuring its long-term competitiveness is in everyone's
interest. Plans that would impose a long or difficult process would create
uncertainty to business continuity and the future of Caverion as an
independent, Finland-based company."
EXTENSION OF THE OFFER PERIOD
As described in the Tender Offer Document, the completion of the Tender Offer
is, in accordance with the terms and conditions of the Tender Offer, subject to
the fulfilment or waiver by the Offeror of certain customary conditions on or
by the date of the Offeror's announcement of the final result of the Tender
Offer. These include, among others, the receipt of necessary regulatory
approvals, permits, clearances and consents, including without limitation
approvals required under applicable foreign direct investment laws and
competition laws (or, where applicable, the expiry of relevant waiting
periods).
The process for obtaining the required regulatory approvals for the completion
of the Tender Offer is progressing as planned and the Offeror expects to
receive approval from the European Commission in the coming days. However, as
certain foreign direct investment review processes remain pending and will not
be completed within the initial offer period, the Offeror has decided to extend
the offer period of the Tender Offer to expire on January 31, 2023, at 4:00
p.m. (Finnish time), unless the offer period is extended further or any
extended offer period is discontinued in accordance with the terms and
conditions of the Tender Offer.
Shareholders who have already tendered their Shares in the Tender Offer do not
have to re-tender their Shares or take any other action as a result of the
extension of the offer period.
UPDATED INFORMATION CONCERNING FINANCING OF THE TENDER OFFER
As described in the Tender Offer Document, the Offeror has received equity
commitments, as evidenced in equity commitment letters addressed to the
Offeror, and the indirect parent of the Offeror, North Holdings 1 Oy (the "PIK
Borrower") has received debt commitments (and interim debt commitments), as
evidenced in a debt commitment letter addressed to the PIK Borrower, in each
case, to finance the Tender Offer at completion and compulsory redemption
proceedings, if any. The Offeror's obligation to complete the Tender Offer is
not conditional upon availability of financing (assuming that all the
conditions to completion of the Tender Offer are otherwise satisfied or waived
by the Offeror).
The minimum acceptance threshold under the equity and debt commitments received
from (i) certain funds managed by affiliates of The Goldman Sachs Group, Inc.
and (ii) certain affiliates of The Goldman Sachs Group, Inc. ("Goldman Sachs
Asset Management") has been amended so that the financing commitments by
Goldman Sachs Asset Management cover circumstances where the Offeror's
shareholding in Caverion would amount to at least seventy-five (75) percent of
the Shares. In addition, the condition relating to the German Federal Cartel
Office in respect of the equity co-investment of Goldman Sachs Asset Management
has been satisfied.
The completion of the Tender Offer remains subject to the ninety (90) percent
minimum acceptance condition set out in the Tender Offer Document, but
depending on the circumstances, the Offeror may consider reducing the minimum
acceptance condition to a lower percentage than ninety (90) percent and/or
waive the minimum acceptance condition to completion entirely.
UPDATED INFORMATION ON THE APPLICABLE EXEMPTION UNDER THE EXCHANGE ACT
The applicable exemption under the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act") is changed. Following the required due diligence,
the Tender Offer is being made in the United States pursuant to Section 14(e)
and Regulation 14E under the Exchange Act, subject to the exemption provided
under Rule 14d-1(c) under the Exchange Act for a Tier I tender offer.
The Offeror will supplement the Tender Offer Document in accordance with
Chapter 11, Section 11, Subsection 4 of the Finnish Securities Markets Act
(746/2012, as amended) to reflect the extension of the offer period and updated
information concerning financing of the Tender Offer as well as the applicable
exemption under the Exchange Act and will publish such supplement document once
it has been approved by the Finnish Financial Supervisory Authority.
The Tender Offer Document as well as additional materials and instructions are
available at www.caverion-offer.com and at www.nordea.fi/caverion-offer.
Investor and Media enquiries:
Bain Capital, Security Trading, Fennogens and Corbis
Iris Nevanlinna, +358 40 577 9229, iris.nevanlinna@miltton.com
ABOUT THE CONSORTIUM
Bain Luxco is owned and controlled by the Bain Capital Funds. Bain Capital is
one of the most experienced and successful private investment firms globally,
having made more than 1,230 primary and add-on investments with approximately
USD 160 billion assets under management. The firm has more than 620 investment
professionals worldwide spread throughout its global network in Europe, Asia
and North America. Bain Capital has made numerous successful and
value-enhancing investments and exits in the Nordic region over the past years.
Notably, the company led the successful take-private of Ahlstrom-Munksjö, a
global leader in innovative and sustainable fiber-based materials, which was
delisted from Nasdaq Helsinki in 2021. Further, from 2012 Bain Capital was the
owner of Bravida, a leading Nordic technical installation and services
provider, listing the business on Nasdaq Stockholm in 2015.
Security Trading is an investment company owned by the Antti Herlin family. As
at the date of this announcement, Antti Herlin, Security Trading and Hisra
Consulting and Finance Oy, which is a company fully owned by Security Trading,
together hold approximately 15.43 percent of the Shares and votes in Caverion
(excluding shares held in treasury by Caverion).
Fennogens is an investment company owned by the Georg Ehrnrooth, Henrik
Ehrnrooth and Carl-Gustaf Ehrnrooth families. As at the date of this
announcement, Fennogens holds approximately 10.38 percent of the Shares and
votes in Caverion (excluding shares held in treasury by Caverion).
Corbis is an investment company owned by the Henrik Ehrnrooth family. As at the
date of this announcement, Corbis holds approximately 1.27 percent of the
Shares and votes in Caverion (excluding shares held in treasury by Caverion).
ABOUT CAVERION
Caverion is a public limited liability company incorporated under the laws of
Finland with its shares listed on the official list of Nasdaq Helsinki.
Caverion is a Northern & Central European-based expert for smart and
sustainable built environments, enabling performance and people's well-being.
Caverion offers expert guidance during the entire life cycle of buildings,
infrastructure or industrial sites and processes: from design & build to
projects, technical and industrial maintenance, facility management as well as
advisory services. At the end of September 2022, there were more than 15,000
professionals serving customers at the service of Caverion Group in 10
countries.
IMPORTANT INFORMATION
THIS STOCK EXCHANGE 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 STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT OR A SUPPLEMENT
DOCUMENT TO 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, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT
THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED
IN THE TENDER OFFER DOCUMENT AND THE POSSIBLE SUPPLEMENT DOCUMENTS TO THE
TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN 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 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, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG,
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, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND
ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY
FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI LTD AND THE HELSINKI TAKEOVER CODE AND THE
INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN
DISCLOSED IF THIS STOCK EXCHANGE RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH
THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for shareholders of Caverion in the United States
Shareholders of Caverion in the United States are advised that the Shares are
not listed on a U.S. securities exchange and that Caverion 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 of
Caverion, 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, subject to
the exemption provided under Rule 14d-1(c) under the Exchange Act, for a Tier I
tender offer (the "Tier I Exemption"), 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
Caverion's shareholders resident in the United States on the same terms and
conditions as those made to all other shareholders of Caverion to whom an offer
is made. Any informational 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 Caverion's other shareholders.
As permitted under the Tier I Exemption, the settlement of the Tender Offer is
based on the applicable Finnish law provisions, which differ from the
settlement procedures customary in the United States, particularly as regards
to the time when payment of the consideration is rendered. The Tender Offer,
which is subject to Finnish law, is being made to the U.S. shareholders in
accordance with the applicable U.S. securities laws, and applicable exemptions
thereunder, in particular the Tier I Exemption. To the extent the Tender Offer
is subject to U.S. securities laws, those laws only apply to U.S. shareholders
and will not give rise to claims on the part of any other person. U.S.
shareholders should consider that the offer price for the Tender Offer is being
paid in EUR and that no adjustment will be made based on any changes in the
exchange rate.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange 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 or any securities that are convertible
into, exchangeable for or exercisable for 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 Caverion of such information. In addition, the
financial advisers to the Offeror may also engage in ordinary course trading
activities in securities of Caverion, 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 relation to the Tender Offer. 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 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 is urged to consult its independent professional advisers
immediately regarding the tax and other consequences of accepting the Tender
Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws
only apply to U.S. holders of Shares and will not give rise to claims on the
part of any other person. It may be difficult for Caverion's shareholders to
enforce their rights and any claims they may have arising under the U.S.
federal securities laws, since the Offeror and Caverion 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. Caverion shareholders may not be able to
sue the Offeror or Caverion 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 and Caverion and their respective affiliates to
subject themselves to a U.S. court's judgment.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TENDER OFFER, PASSED ANY
COMMENTS UPON THE MERITS OR FAIRNESS OF THE TENDER OFFER, PASSED ANY COMMENT
UPON THE ADEQUACY OR COMPLETENESS OF THE TENDER OFFER DOCUMENT OR PASSED ANY
COMMENT ON WHETHER THE CONTENT IN THE TENDER OFFER DOCUMENT IS CORRECT OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
Disclaimer
UBS AG London Branch is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the Prudential
Regulation Authority and subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority in the
United Kingdom. UBS AG London Branch is acting exclusively for the Offeror and
no one else in connection with the Tender Offer or the matters referred to in
this document, will not regard any other person (whether or not a recipient of
this document) 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 or for providing advice in relation to the Tender Offer
or any other transaction or arrangement referred to in this document.
Advium Corporate Finance Ltd is acting exclusively on behalf of the Offeror and
no one else in connection with the Tender Offer or other matters referred to in
this document, does not consider any other person (whether the recipient of
this document or not) as a client in connection to the Tender Offer, and is not
responsible to anyone other than the Offeror for providing protection or
providing advice in connection with the Tender Offer or any other transaction
or arrangement referred to in this document.
Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for the
Offeror and no one else in connection with the Tender Offer and the matters set
out in this stock exchange release, and will not be responsible to anyone other
than the Offeror for providing the protections afforded to clients of Goldman
Sachs International, or for giving advice in connection with the Tender Offer
or any matter or arrangement referred to in this stock exchange release.
Nordea Bank Abp is acting as financial adviser to the Offeror and arranger
outside of the United States and no one else in connection with the Tender
Offer, and will not regard any other person as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Offeror for
providing the protection afforded to clients of Nordea Bank Abp, nor for
providing advice in relation to the Tender Offer or the other matters referred
to in this stock exchange release. For the avoidance of doubt, Nordea Bank Abp
is not registered as a broker or dealer in the United States of America and
will not be engaging in direct communications relating to the Tender Offer with
investors located within the United States (whether on a reverse inquiry basis
or otherwise). U.S. shareholders should contact their brokers with any
questions relating to the Tender Offer.
BNP Paribas, which is duly authorized and lead-supervised by the European
Central Bank and the Autorité de Contrôle Prudentiel et de Résolution, is
acting exclusively for the Offeror and no one else in connection with the
Tender Offer and the matters set out in this stock exchange release, and will
not be responsible to anyone other than the Offeror for providing the
protections afforded to clients of BNP Paribas, or for giving advice in
connection with the Tender Offer or any matter or arrangement referred to in
this stock exchange release.
Bank of America Europe DAC, Stockholm branch, a subsidiary of Bank of America
Corporation, is acting exclusively for Caverion and no one else in connection
with the Tender Offer and the matters set out in this stock exchange release,
and will not be responsible to anyone other than Caverion for providing the
protections afforded to its clients or for providing advice in relation to the
Tender Offer or any matter or arrangement referred to in this stock exchange
release.© 2023 GlobeNewswire
