Nasdaq Helsinki Ltd: CRAYFISH BIDCO OY HAS PURCHASED 13,647,263 SHARES REPRESENTING A 9.9 PERCENT STAKE IN CAVERION CORPORATION

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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION
ENTITLED "IMPORTANT INFORMATION" BELOW. 



CRAYFISH BIDCO OY HAS PURCHASED 13,647,263 SHARES REPRESENTING A 9.9 PERCENT
STAKE IN CAVERION CORPORATION 



Crayfish BidCo Oy, 12 January 2023 at 6:45 p.m. (EET)



 -- Triton believes in the superiority of its offer of EUR 8.00 per share,
   representing a 14.3 percent premium compared to the pending voluntary
   public tender offer for all issued and outstanding shares in Caverion by
   the consortium led by Bain Capital.




 -- Crayfish BidCo Oy has today acquired 13,647,263 shares in Caverion,
   approximately 9.9 percent of all outstanding shares in the company,
   signaling Triton's strong commitment to the tender offer.




 -- The transaction will enable Caverion to continue its transformation
   strategy to sustainably improve its long-term performance and allows all
   current shareholders of Caverion to be appropriately rewarded for the
   improvements that Caverion has already delivered.




 -- Triton does not anticipate any material substantive issues to the
   completion of the tender offer, which is expected to occur during the third
   or fourth quarter of 2023, and shareholders who have validly tendered their
   shares will be compensated for the longer time period to completion through
   the offer price accruing interest at the rate of 3.00 percent per annum
   from the beginning of July 2023 onwards if the tender offer is not declared
   unconditional before then.




 -- Triton is seeking the support of Caverion's Board of Directors and
   shareholders and looking forward to engaging with the Caverion Board of
   Directors on delivering a successful outcome to all Caverion shareholders,
   employees and customers.


On 10 January 2023, Crayfish BidCo Oy (the "Offeror"), a Finnish private
limited liability company indirectly controlled by the entities comprising
Triton Fund V (together "Triton"), announced (the "Announcement Release") a
voluntary 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 any of its subsidiaries (the "Shares" or, individually, a "Share")
(the "Tender Offer"). The shareholders of Caverion have been offered a cash
consideration of EUR 8.00 for each Share validly tendered in the Tender Offer
(the "Offer Price"). The Offeror expects to publish a tender offer document
with detailed information on the Tender Offer on or about 30 January 2023. The
offer period under the Tender Offer is expected to commence on or about 31
January 2023 and to initially expire on or about 11 April 2023. 



PURCHASES OF SHARES IN CAVERION



As noted in the Announcement Release, the Offeror has intended to seek to
acquire Shares as soon as possible after the announcement of the Tender Offer.
The Offeror has today acquired in total 13,647,263 Shares amounting to
approximately 9.9 percent of all outstanding shares in the Company (excluding
treasury shares). The Offeror is committed to its Tender Offer and convinced
that the Tender Offer can be completed within the timeline set out in the
Announcement Release. 



Based on its in-depth substantive analysis, carried out by highly reputable
antitrust advisers, the Offeror believes that its Tender Offer will not raise
material substantive concerns or execution risk from a merger control clearance
perspective. The Offeror expects that it will be able to obtain merger control
clearance and complete the Tender Offer during the third or fourth quarter of
2023, but it is possible that merger control clearance could be obtained, and
the Tender Offer completed, already during the second quarter of 2023. To
provide additional compensation for the longer timeline to completion, the
Offer Price will accrue interest at a rate of 3,00 percent per annum as of 1
July 2023, as set out in the Announcement Release. 



ABOUT TRITON



Triton is a leading Northern European investment firm which seeks to contribute
to the building of better businesses for the longer term. Triton and its
executives strive to be agents of positive change towards sustainable
operational improvements and growth. The Triton funds invest in and support the
positive development of businesses headquartered predominantly in Northern
Europe. Triton has a long track record of investing in service businesses, such
as Caverion, across the Nordic and DACH regions. 



Mikael Aro from Triton comments:



"Our acquisition of Caverion shares is evidence of our conviction in Triton
being the ideal partner for Caverion and our offer for the company being
superior. We have now acquired 9.9 percent of shares in the company from the
open market. We look forward to discussions with all Caverion shareholders and
the board and becoming the new owner of Caverion." 



INVESTOR AND MEDIA ENQUIRIES



For further information, please contact:

Fredrik Hazén, Communications Professional at Triton

[phone]

[e-mail]



Media contact in Finland:

Niko Vartiainen, Principal Consultant at Tekir

[phone]

[e-mail]



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 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, 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. 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, 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, 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 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"). THE COMMUNICATION OF THIS STOCK EXCHANGE 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. 



THIS STOCK EXCHANGE RELEASE HAS 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. 



Information for shareholders of Caverion in the United States



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 being made in reliance on, and
in compliance with, Rule 14d-1(c) under the US Securities Exchange Act of 1934,
as amended. The Tender Offer is being made for securities of a non-US company.
The Tender Offer is being made 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, any financial information included in this announcement 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. 



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. Any information about such purchases
will be made public in Finland to the extent, and in the manner required, by
Finnish law. 



Neither the United States Securities and Exchange Commission 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. 



Caverion is organized under the laws of Finland, and the Offeror is organized
under the laws of Finland. Some or all of the officers and directors of the
Offeror and Caverion, respectively, are residents of countries other than the
United States. In addition, most of the assets of the Offeror and Caverion are
located outside the United States. As a result, it may be difficult for U.S.
shareholders to enforce their rights and any claim they may have arising under
the U.S. federal securities laws. U.S. shareholders may not be able to sue a
foreign company or its officers or directors in a foreign court for violations
of the U.S. securities laws, and it may be difficult to compel a foreign
company and its affiliates to subject themselves to a U.S. court's judgement. 



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. 



Disclaimer



Danske Bank A/S is authorised under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228. 



Deutsche Bank Aktiengesellschaft is authorised under German Banking Law
(competent authority: European Central Bank). It is subject to supervision by
the European Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority. Deutsche Bank Aktiengesellschaft is a joint stock corporation
incorporated with limited liability in the Federal Republic of Germany, with
its head office in Frankfurt am Main where it is registered in the Commercial
Register of the District Court under number HRB 30 000. 



Danske Bank A/S (acting via its Finland Branch) and Deutsche Bank
Aktiengesellschaft are acting as financial advisers to the Offeror and no other
person in connection with these materials or their contents. Danske Bank A/S
and Deutsche Bank Aktiengesellschaft will not be responsible to any person
other than the Offeror for providing any of the protections afforded to clients
of Danske Bank A/S or Deutsche Bank Aktiengesellschaft, nor for providing any
advice in relation to any matter referred to in these materials. Without
limiting a person's liability for fraud, neither Danske Bank A/S, Deutsche Bank
Aktiengesellschaft nor any of their affiliates nor any of their respective
directors, officers, representatives, employees, advisers or agents shall have
any liability to any other person (including, without limitation, any
recipient) in connection with the Tender Offer.

Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1111885