Offer document regarding Montana BidCo Oy's recommended public cash offer to
the shareholders of Nordic Lights Group Corporation made public and offer
period to commence on March 15, 2023
Montana BidCo Oy COMPANY RELEASE March 14,
2023 at 4:00 p.m. 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, SOUTH
AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
Offer document regarding Montana BidCo Oy's recommended public cash offer to
the shareholders of Nordic Lights Group Corporation made public and offer
period to commence on March 15, 2023
Montana BidCo Oy ("Montana" or the "Offeror"), a private limited liability
company, that is indirectly wholly owned by Methode Electronics, Inc.
("Methode"), and Nordic Lights Group Corporation ("Nordic Lights" or the
"Company") announced on February 28, 2023 that Methode and Nordic Lights had
entered into a combination agreement (the "Combination Agreement") pursuant to
which the Offeror makes a voluntary recommended public offer for all of the
issued and outstanding shares in Nordic Lights (the "Offer"), and pursuant to
which Methode has transferred its rights and obligations to the Offeror in
accordance with the terms of the Combination Agreement.
The offer document regarding the Offer (the "Offer Document") is available as
of today, March 14, 2023, in Finnish at
www.danskebank.com/nordiclights-offerand
https://investors.nordiclights.com/ostotarjous/ and in English at
www.danskebank.com/nordiclights-offer-en and
https://investors.nordiclights.com/en/tenderoffer/.
The offer period for the Offer will commence tomorrow March 15, 2023, at 9:30
a.m. (Finnish time) and expire on April 14, 2023, at 4:00 p.m. (Finnish time),
unless the Offeror extends the offer period in accordance with the terms and
conditions of the Offer (the "Offer Period"). The Offer is currently expected
to be completed during the second quarter of 2023.
The shareholders of Nordic Lights are offered EUR 6.30 in cash for each validly
tendered share in Nordic Lights (the "Offer Consideration").
The Offer Consideration has been determined based on 20,957,962 issued and
outstanding shares in Nordic Lights. Should the Company increase the number of
its issued and outstanding shares as a result of any measure with a dilutive
effect, or should the Company distribute a dividend or in any other way
distribute or transfer value to its shareholders, or if a record date with
respect to any of the foregoing occurs prior to any settlement of the Offer
(with the effect that any resulting distribution of funds is not payable to the
Offeror), then the Offer Consideration payable by the Offeror shall be reduced
accordingly on a euro-for-euro basis. The Board of Directors of Nordic Lights
proposes to the Annual General Meeting of shareholders of Nordic Lights that a
dividend of EUR 0.12 per share be paid, which could result in an adjustment to
the Offer Consideration on a euro-for-euro basis as set out above.
The Board of Directors of Nordic Lights, represented by a quorum comprising the
disinterested members of the Board of Directors, has unanimously decided to
recommend in its statement issued pursuant to the Helsinki Takeover Code issued
by the Finnish Securities Market Association (the "Helsinki Takeover Code")
that the shareholders of Nordic Lights accept the Offer. The Board of Directors
of Nordic Lights received an opinion, dated February 27, 2023, issued by Nordic
Lights' exclusive financial adviser, Skandinaviska Enskilda Banken AB (publ)
Helsinki Branch ("SEB"), to the effect that, on the date of such opinion, the
consideration to be received in the Offer by shareholders of Nordic Lights was
fair, from a financial point of view, to such shareholders.
Shareholders in Nordic Lights, who in aggregate own shares corresponding to
approximately 56.5 percent of all shares and votes in Nordic Lights, have
irrevocably undertaken to accept the Offer. Sponsor Fund IV Ky and individual
partners at Sponsor Capital Oy and its affiliate, who in aggregate hold
approximately 39.2 percent of the shares and votes in Nordic Lights, have
unconditionally and irrevocably undertaken to accept the Offer. Elo Mutual
Pension Insurance Company and Oy Purmo Autic Ab, who in aggregate hold
approximately 17.3 percent of the shares and votes in Nordic Lights have
irrevocably undertaken to accept the Offer subject to certain customary
conditions. In addition, Varma Mutual Pension Insurance Company (approximately
1.9 percent of the issued shares and votes) and Thomasset Oy (approximately 2.4
percent of the issued shares and votes), who in aggregate hold approximately
4.3 percent of the shares and votes in Nordic Lights, have expressed that they
view the Offer positively.
The completion of the Offer is, in accordance with the terms and conditions of
the Offer, subject to the satisfaction 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 Offer including, among others, that approvals by all
necessary regulatory authorities have been received and that the Offer has been
validly accepted in respect of shares in Nordics Lights representing, together
with any shares in Nordic Lights otherwise held by the Offeror prior to the
date of the announcement of the final result of the Offer, more than 90 percent
of the shares and votes in Nordic Lights calculated in accordance with Chapter
18, Section 1 of the Finnish Companies Act (624/2006, as amended) governing the
right and obligation to commence compulsory redemption proceedings.
Most Finnish account operators are expected to send a notice regarding the
Offer and related instructions and an acceptance form to their customers who
are registered as shareholders in the shareholders' register of Nordic Lights
maintained by Euroclear Finland Oy. Shareholders of Nordic Lights who do not
receive such instructions or an acceptance form from their account operator or
asset manager should first contact their account operator or asset manager and
can subsequently contact Danske Bank A/S, Finland Branch ("Danske Bank") by
sending an e-mail to nordiclights-offer@danskebank.com, where such shareholders
of Nordic Lights can receive information on submitting their acceptance of the
Offer, or, if such shareholders are U.S. residents or located within the United
States, they may contact their brokers for the necessary information.
Those shareholders of Nordic Lights whose shares are nominee-registered and who
wish to accept the Offer, must submit their acceptance in accordance with the
instructions given by the custodial nominee account holders. The Offeror will
not send an acceptance form or any other documents related to the Offer to
these nominee-registered shareholders of Nordic Lights.
A shareholder of Nordic Lights who wishes to accept the Offer must submit a
properly completed and duly executed acceptance form to the account operator
that manages the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. The Offeror reserves the right to
reject any acceptances that have been submitted in an incorrect or incomplete
manner.
The preliminary result of the Offer will be announced by a company release on
or about the first (1st) Finnish banking day following the expiration of the
Offer Period (including any extended and discontinued Offer Period). In
connection with the announcement of the preliminary result, it will be
announced whether the Offer will be completed subject to the conditions to
completion of the Offer continuing to be fulfilled on the date of the final
result announcement and whether the Offer Period will be extended. The final
result of the Offer will be announced on or about the third (3rd) Finnish
banking day following the expiration of the Offer Period (including any
extended and discontinued Offer Period). In connection with the announcement of
the final result, the percentage of the shares in Nordic Lights in respect of
which the Offer has been validly accepted and not validly withdrawn will be
confirmed.
The Offeror and Methode reserve the right to acquire, or enter into
arrangements to acquire, shares in Nordic Lights before, during and/or after
the Offer Period (including any extension thereof) outside the Offer in public
trading on Nasdaq First North Growth Market Finland ("Nasdaq First North") or
otherwise. Any purchases made or arranged will be disclosed in accordance with
applicable rules.
The terms and conditions of the Offer are enclosed in their entirety to this
company release (Appendix 1).
Moelis & Company LLC acts as exclusive financial adviser to the Offeror in
connection with the Offer. Danske Bank A/S, Finland Branch acts as the arranger
in connection with the Offer. Hannes Snellman Attorneys Ltd and Wachtell,
Lipton, Rosen & Katz act as the legal advisers to the Offeror and Hill+Knowlton
Strategies as communications adviser in connection with the Offer. SEB acts as
financial adviser and Roschier, Attorneys Ltd. as legal adviser to Nordic
Lights in connection with the Offer.
Investor and Media enquiries:
Methode
Robert K Cherry, VP Investor Relations, Methode, ir@methode.com, Tel. +1 708
457 4030
Nordic Lights
Göran Carlson, Chairman of the Board of Directors, Nordic Lights, Tel. +46 70
874 6556
Tom Nordström, Chief Executive Officer, Nordic Lights,
tom.nordstrom@nordiclights.com, Tel. +358 400 909005
Certified Adviser of Nordic Lights:
Oaklins Merasco Ltd
Tel. +358 9 612 9670
ABOUT THE OFFEROR AND METHODE
Montana is a newly established company that is indirectly wholly owned by
Methode. Montana has previously not conducted any business. Montana was formed
to make the Offer and to operate as the parent company of Nordic Lights.
Methode is a leading global supplier of custom engineered solutions with sales,
engineering and manufacturing locations in North America, Europe, Middle East
and Asia. Methode designs, engineers and produces mechatronic products for
Original Equipment Manufacturers (OEMs) utilizing a broad range of technologies
for user interface, LED lighting system, power distribution and sensor
applications. Its solutions are found in the end markets of transportation
(including automotive, commercial vehicle, e-bike, aerospace, bus and rail),
cloud computing infrastructure, construction equipment, consumer appliance and
medical devices. Methode was founded in 1946 and is headquartered in Chicago,
Illinois, with its shares admitted to public trading since 1966. As reported in
Methode's last 10-K annual report filing, at April 30, 2022, Methode had
approximately 7,000 employees worldwide, and net sales of approximately USD
1.1636 billion.
ABOUT NORDIC LIGHTS
Nordic Lights, based in Pietarsaari, Finland, has paved its way as a global
premium supplier of high-quality lighting solutions for heavy-duty equipment in
several demanding industrial sectors. Nordic Lights focuses on providing
solutions mainly to five end-user segments: mining, construction, forestry,
agriculture and material handling. Nordic Lights' mission is to enable the safe
and efficient use of equipment. With three decades of experience Nordic Lights
works with the most demanding manufacturers of machinery from design to
production and aftermarket support. Nordic Lights' revenue in 2022 was EUR 82
million. The company employs around 300 employees globally.
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, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION IN WHICH THE
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 OFFER, IN, AUSTRALIA, CANADA,
HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND. INVESTORS SHALL
ACCEPT THE 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 OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE
PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE 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 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, SOUTH AFRICA OR SWITZERLAND. THE OFFER CANNOT BE ACCEPTED,
DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM
WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR
SWITZERLAND AND ANY PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF
NASDAQ FIRST NORTH AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED
MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD
BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for shareholders of Nordic Lights in the United States
The Offer is made for the issued and outstanding shares (which are not held in
treasury) of Nordic Lights, which is domiciled in Finland, and is subject to
Finnish disclosure and procedural requirements. The Offer is made in the United
States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities
Exchange Act of 1934, as amended (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 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 company 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 Offer is made to Nordic Lights' shareholders resident in
the United States on the same terms and conditions as those made to all other
shareholders of Nordic Lights to whom an offer is made. Any informational
documents, including this release, are being disseminated to U.S. shareholders
on a basis comparable to the method that such documents are provided to Nordic
Lights' other shareholders. U.S. shareholders should consider that the Offer
Consideration 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 release and during the pendency of the Offer, and other than
pursuant to the 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
Nordic Lights of such information. In addition, the financial advisers to the
Offeror may also engage in ordinary course trading activities in securities of
Nordic Lights, 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 U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED UPON THE
MERITS OR FAIRNESS OF THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY,
ACCURACY OR COMPLETENESS OF THE DISCLOSURE IN THIS RELEASE IN RELATION TO THE
OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
The receipt of cash pursuant to the Offer may be a taxable transaction. Each
holder of shares is urged to consult its independent professional advisers
regarding the tax and other consequences of accepting the Offer.
To the extent the 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 Nordic Lights' shareholders to
enforce their rights and any claims they may have arising under the U.S.
federal securities laws, since the Offeror and Nordic Lights 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. Nordic Lights
shareholders may not be able to sue the Offeror or Nordic Lights 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 or Nordic
Lights 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
Moelis & Company LLC is a US broker-dealer registered under the US Securities
Exchange Act of 1934 and regulated by the U.S. Securities and Exchange
Commission. Moelis & Company LLC is acting as exclusive financial adviser to
the Offeror and no one else in connection with the 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 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
Offer or any other transaction or arrangement referred to in this document.
Neither Moelis & Company LLC, nor any of its affiliates nor any of its or its
affiliates' respective directors, officers, representatives, employees,
advisers or agents shall have any duty, liability or responsibility whatsoever
to any other person (including, without limitation, any recipient) in
connection with the Offer or any statement contained in this document.
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.
Danske Bank A/S (acting via its Finland Branch) is acting as a financial
adviser to the Offeror and no other person in connection with these materials
or their contents. Danske Bank A/S 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, nor for providing any advice in relation to any matter
referred to in these materials. Without limiting a person's liability for
fraud, Danske Bank A/S, nor any of its affiliates nor any of its 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 Offer.
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, is acting exclusively
as the financial adviser for the Company and no one else in connection with the
Offer or the matters referred to in this document, will not regard any other
person (whether or not a recipient of this document) than the Company as its
client in relation to the Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients nor for
providing advice in relation to the Offer or any other transaction or
arrangement referred to in this document.
Attachment:
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