Inside information: Onni Bidco Oy announces a voluntary recommended public cash
tender offer for all the shares in Innofactor Plc
Onni Bidco Oy / Innofactor Plc INSIDE
INFORMATION July 22, 2024 at 9:00 a.m. (EEST)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION
ENTITLED "IMPORTANT INFORMATION" BELOW.
Inside information: Onni Bidco Oy announces a voluntary recommended public cash
tender offer for all the shares in Innofactor Plc
-- A fund managed by the investment company CapMan Growth and Sami Ensio,
through the holding company Ensio Investment Group Oy controlled by him,
have formed a consortium for the purposes of the voluntary recommended
public cash tender offer by Onni Bidco Oy for all the issued and
outstanding shares in
Innofactor Plc. Osprey Capital Oy is part of the consortium as a
co-investor.
-- The consortium believes that a private setting and the experience and
diverse resources of the leading Finnish growth investor CapMan Growth,
together with the founder, long-time CEO and board member of
Innofactor Plc, Sami Ensio, will provide the target company with the best
possible basis for further business development.
-- The consortium believes that the now announced cash tender offer provides
the shareholders of
Innofactor Plc the opportunity to realize the future potential of their
holdings at an attractive premium without the uncertainties and risks
associated with growth and market conditions.
-- Following the successful completion of the tender offer,
Innofactor Plc would continue to operate as an unlisted company, allowing
for a greater focus on customers, innovation and execution of the growth
strategy, as well as more flexible financing and M&A possibilities.
Onni Bidco Oy (the "Offeror"), a private limited liability company incorporated
and existing under the laws of Finland, that will be indirectly owned by a
consortium formed for the purposes of the Tender Offer (as defined below) of
CapMan Growth Equity Fund III Ky, a fund managed by the investment company
CapMan Growth, ("CapMan Growth"), Sami Ensio, the founder, CEO and member of
the Board of Directors of Innofactor Plc, through the holding company Ensio
Investment Group Oy controlled by him, and the co-investor Osprey Capital Oy
("Osprey Capital") (CapMan Growth, Sami Ensio, through the holding company
Ensio Investment Group Oy controlled by him, and Osprey Capital together, the
"Consortium"), hereby announces a voluntary recommended public cash tender
offer for all the issued and outstanding shares in Innofactor Plc ("Innofactor"
or the "Company") that are not held by Innofactor or its subsidiaries (the
"Shares" or, individually, a "Share") (the "Tender Offer").
The shareholders of Innofactor (other than Innofactor or its subsidiaries) will
be offered a cash consideration of EUR 1.68 for each Share validly tendered in
the Tender Offer (the "Offer Price").
The Board of Directors of Innofactor, represented by a quorum comprising the
non-conflicted members of the Board of Directors who are not members of the
Consortium and thus without the participation of Sami Ensio in the evaluation
or decision-making process, has unanimously decided to recommend that the
shareholders of Innofactor accept the Tender Offer.
Key highlights and summary of the tender offer
-- On July 22, 2024, the Offeror and Innofactor entered into a combination
agreement (the "Combination Agreement") pursuant to which the Offeror will
make the Tender Offer for all the Shares in Innofactor. CapMan Growth and
Sami Ensio (through the holding company controlled by him) together with
Osprey Capital have formed the Consortium for the purposes of the Tender
Offer, which will indirectly own the Offeror following the completion of
the Tender Offer.
-- The Offer Price is EUR 1.68 in cash for each Share validly tendered in the
Tender Offer, subject to any adjustments as set out in the section "The
Tender Offer in Brief" below.
-- The Offer Price represents a premium of approximately:
-- 49.3 percent compared to the closing price of EUR 1.125 of the Share on
Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on July
19, 2024, the last trading day immediately preceding the announcement of
the Tender Offer;
-- 39.4 percent compared to EUR 1.21, i.e. the one-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer;
-- 31.5 percent compared to EUR 1.28, i.e. the three-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer;
-- 30.8 percent compared to EUR 1.28, i.e. the six-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer; and
-- 37.4 percent compared to EUR 1.22, i.e. the twelve-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer.
-- The Tender Offer values Innofactor's total equity at approximately EUR 60.1
million.
-- The Board of Directors of
Innofactor, represented by a quorum comprising the non-conflicted members
of the Board of Directors who are not members of the Consortium, has
unanimously decided to recommend that the shareholders of Innofactor accept
the Tender Offer. The recommendation is supported by a fairness opinion
provided by HLP Corporate Finance Oy. The decision-making rationale of the
Board of Directors of Innofactor is described in more detail below under
section "Recommendation by the Board of Directors of Innofactor".
-- The Consortium believes that the experience and versatile resources offered
by CapMan Growth combined with Sami Ensio's company and industry knowledge
will provide the Consortium exceptional operational experience and
expertise to further develop and ensure the continuity of the operations of
Innofactor.
-- The completion of the Tender Offer is not expected to have any immediate
material impact on the operations, or the position of the management or
employees, of Innofactor. However, as is customary, the Offeror intends to
change the composition of the Board of Directors of Innofactor after the
completion of the Tender Offer.
-- Sami Ensio has irrevocably undertaken, subject to certain customary
conditions, to accept the Tender Offer in respect of the Shares held and
controlled by him (excluding certain Shares received as board remuneration,
which are subject to a lock-up resolved by the General Meeting and shall
only become subject to the sale commitment
if the lock-up restriction is waived or is no longer applicable) which
represent approximately 21.8 percent of the Shares and votes in
Innofactor (approximately 22.2 percent of the Shares including the Shares
subject to the lock-up restriction).
-- Sami Ensio may withdraw from the Tender Offer following a competing offer,
provided that such competing offer has an offer price at least 100 percent
higher than the Offer Price, and provided further that such competing offer
(i) is not subject to any outstanding due diligence, (ii) benefits from
financing on certain funds basis, and (iii) has been approved by the
Finnish Financial Supervisory Authority, as applicable. This withdrawal
right shall be available to Sami Ensio only if he has complied with, inter
alia, certain exclusivity obligations binding upon him and given his
consent to increase the Offer Price to match or exceed such higher offer
price, but CapMan Growth has not confirmed to Sami Ensio within a certain
period of time that CapMan Growth agrees to increase the Offer Price.
-- The Offeror has secured the financing required to finance the Tender Offer
at completion in accordance with its terms and conditions, compulsory
redemption proceedings, if any, in accordance with the Finnish Companies
Act (624/2006, as amended, the "Finnish Companies Act"), and the possible
payment of a termination fee by the Offeror. The Offeror's obligation to
complete the Tender Offer is not conditional upon availability of
financing.
-- The Offeror expects to publish a tender offer document (the "Tender Offer
Document") with detailed information on the Tender Offer on or about August
5, 2024. The offer period under the Tender Offer is expected to commence on
or about August 5, 2024, and to expire on or about September 16, 2024,
unless the Offeror extends the offer period in order to satisfy the
conditions to completion of the Tender Offer. The Tender Offer is currently
expected to be completed at the end of the third quarter or in the
beginning of the fourth quarter of 2024.
-- The completion of the Tender Offer is subject to the satisfaction or waiver
by the Offeror of certain customary conditions on or prior to the Offeror's
announcement of the final results of the Tender Offer including, among
others, that approvals by all necessary competition authorities and other
regulatory authorities have been received (or regulatory waiting periods
have expired, as the case may be) and the Offeror having gained control of
more than 90 percent of the Shares and votes in Innofactor on a fully
diluted basis calculated in accordance with Chapter 18, Section 1 of the
Finnish Companies Act.
Commenting on the Tender Offer, Antti Kummu, Founding Partner of CapMan Growth:
"We are pleased to be able to launch the Tender Offer for Innofactor and, once
completed, to strengthen the Company's position as a leading Nordic promoter of
the modern digital organization. Sami Ensio, together with his skilled team,
has done a remarkable job for Innofactor's growth, internationalization and
brand awareness. We look forward to working with Sami's team, under whose
leadership the Company has achieved its position as the key provider of
solutions and expertise in the Microsoft ecosystem in the Nordic region. As a
strategic partner, CapMan Growth provides the Company with extensive experience
in developing IT service companies and a range of resources to accelerate
Innofactor's growth strategy, particularly through acquisitions, as well as a
stable and secure domestic owner for the demanding Nordic customer base."
Commenting on the Tender Offer, Sami Ensio, main shareholder of Innofactor and
member of the Consortium:
"Since the Company was founded, we have focused on developing digital services,
first in Finland and in recent years in all Nordic countries. We have also
managed to attract nearly 600 IT professionals to join Innofactor. With the
completion of the Tender Offer announced today, Innofactor would continue to
operate as an unlisted company, allowing for greater focus on customers,
innovation and execution of the growth strategy, as well as more flexible
financing possibilities. I have acted as the CEO of Innofactor during its
almost 15 years as a listed company and, in my view, while being a listed
company has brought about many positive things to Innofactor, it has also
limited Innofactor's growth and profit potential due to, among others,
increased reporting obligations and low liquidity in Shares. After careful
consideration and exploring a wide range of options, I believe that the current
Tender Offer, supported by CapMan Growth, is the best option for Innofactor's
future and its existing shareholders. I am very committed to continuing to lead
the Company and to executing its growth strategy."
Commenting on the Tender Offer, Anna Lindén, Chair of the Board of Directors of
Innofactor and Chair of the composition formed by the quorate and
non-conflicted members of the Board Of Directors:
"We have carefully considered a number of factors when evaluating the Tender
Offer and have decided to enter into a customary combination agreement with the
Consortium. We believe that it is in the best interests of shareholders to
launch the Tender Offer. In addition, in our view, the role of Innofactor's
founder and CEO Sami Ensio in the Consortium will ensure Innofactor's cultural
continuity under the support of CapMan Growth."
ABOUT THE CONSORTIUM
CapMan Growth is a leading Finnish growth investor making significant
investments in entrepreneur-led growth companies, with the aim of further
developing them together with the entrepreneurs and the operative management.
CapMan Growth brings expertise in a wide range of areas, including growth
management, organizational development, mergers and acquisitions and
international networks. CapMan Growth's investor base consists mainly of
Finnish institutional investors and successful Finnish entrepreneurs including
several founders of CapMan Growth's portfolio companies. CapMan Plc, listed on
Nasdaq Helsinki, is one of the oldest private equity investors in the Nordic
countries, with over EUR 5 billion in assets under management. CapMan Growth
Equity III Ky is CapMan Growth's third fund and was established in March 2024.
Sami Ensio founded Innofactor in 2000 and has since then acted as the CEO and
on the Board of Directors of the Company. He has thus accumulated exceptional
experience and knowledge in the operations and target market of Innofactor. The
Shares held and controlled by Sami Ensio represent in aggregate approximately
22.2 percent of the Shares and votes in Innofactor. Ensio Investment Group Oy,
through which Sami Ensio indirectly participates in the Tender Offer, is a
holding company controlled by him and his family members.
Osprey Capital is an investment company owned by Timo Larjomaa, Senior Advisor
at CapMan Growth, and his family, founded in 2014 and investing in software, IT
and healthcare companies and private equity funds.
CapMan Growth and Sami Ensio (through the holding company controlled by him)
together with Osprey Capital form the Consortium for the purposes of the Tender
Offer. As at the date of this announcement, the Offeror is indirectly owned by
Onni Topco Oy, a private limited liability company incorporated under the laws
of Finland. Onni Topco Oy was incorporated to be the holding company in the
acquisition structure and is currently owned by CapMan Growth. Following the
completion of the Tender Offer, CapMan Growth is expected to own approximately
52.4 percent, Ensio Investment Group Oy approximately 42.6 percent and Osprey
Capital approximately 5.0 percent of the shares in Onni Topco Oy.
ABOUT innofactor
Innofactor is the leading promoter of the modern digital organization in the
Nordic countries for its approximately 1,000 customers in the commercial and
public sectors. Innofactor has the widest solution offering and leading
know-how in the Microsoft ecosystem in the Nordics. Innofactor's offering
includes planning services for business-critical IT solutions, project
deliveries, implementation support and maintenance services, as well as own
software and services. Innofactor employs nearly 600 experts in Finland,
Sweden, Denmark and Norway.
BACKGROUND AND STRATEGIC RATIONALE
The Consortium believes that Innofactor's current status as a listed company
limits its growth potential. Among other things, the increasing reporting
obligations do not allow the Company and its management to focus sufficiently
on business development in addition to which operating as a listed company ties
up resources and incurs significant additional costs. The Company also has low
liquidity in shares, which limits effective price formation thus making it
difficult to raise equity financing from the market to support growth.
Operating as an unlisted company would provide Innofactor with several
significant advantages, including more flexible access to financing and M&A
opportunities, a stronger focus on customers, innovation and execution of the
growth strategy, and more competitive incentives for management and employees,
facilitating the recruitment of key personnel.
CapMan Growth, focusing on domestic growth investments, offers its extensive
experience and resources as a strategic partner to Innofactor. In particular,
CapMan Growth can support the Company in developing its Nordic operations,
improving profitability outside of Finland and accelerating its growth strategy
through acquisitions. Furthermore, together with Osprey Capital, it will
provide a good and stable owner for a demanding Nordic customer base.
The completion of the Tender Offer is not expected to have any immediate
material impact on the operations, or the position of the management or
employees, of Innofactor. However, as is customary, the Offeror intends to
change the composition of the Board of Directors of Innofactor after the
completion of the Tender Offer. Sami Ensio is intended to continue as the CEO
of Innofactor also after the completion of the Tender Offer.
THE TENDER OFFER IN BRIEF
The Offeror and Innofactor have on July 22, 2024 entered into the Combination
Agreement pursuant to which the Offeror will launch the Tender Offer. A summary
of the Combination Agreement has been provided below under the section "The
Combination Agreement".
The Consortium, the Offeror and Innofactor have undertaken to comply with the
Helsinki Takeover Code issued by the Finnish Securities Market Association (the
"Helsinki Takeover Code").
As at the date of this announcement, Innofactor has 36,343,691 issued shares,
of which 35,789,319 are outstanding Shares and 554,372 are held in treasury.
As at the date of this announcement, the 7,936,804 Shares held and controlled
by Sami Ensio represent approximately 22.2 percent of the Shares and votes in
Innofactor. As at the date of this announcement, neither the Offeror, CapMan
Growth nor Osprey Capital holds any Shares in Innofactor.
The Offeror reserves the right to acquire Shares before, during and/or after
the offer period (including any extension thereof and any subsequent offer
period) in public trading on Nasdaq Helsinki or otherwise.
The Offer Price
The Offer Price is EUR 1.68 in cash for each Share validly tendered in the
Tender Offer, subject to any adjustments as set out below.
The Offer Price represents a premium of approximately:
-- 49.3 percent compared to the closing price of EUR 1.125 of the Share on
Nasdaq Helsinki on July 19, 2024, the last trading day immediately
preceding the announcement of the Tender Offer;
-- 39.4 percent compared to EUR 1.21, i.e. the one-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding
the announcement of the Tender Offer;
-- 31.5 percent compared to EUR 1.28, i.e. the three-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding
the announcement of the Tender Offer;
-- 30.8 percent compared to EUR 1.28, i.e. the six-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding
the announcement of the Tender Offer; and
-- 37.4 percent compared to EUR 1.22, i.e. the twelve-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding
the announcement of the Tender Offer.
The Offer Price has been determined based on 35,789,319 Shares. Should the
Company change the number of its Shares as a result of a new issue,
reclassification, stock split (including a reverse split) or any other measure
with dilutive effect, or should the Company declare or distribute any dividends
or in any other manner distribute or transfer value to its shareholders, or if
a record date with respect to any of the foregoing occurs after the date hereof
and prior to any settlement of the Tender Offer, the Offer Price payable by the
Offeror shall be adjusted accordingly on a euro-for-euro basis.
The Offer Period
The offer period under the Tender Offer is expected to commence on or about
August 5, 2024, and to expire on or about September 16, 2024. The Offeror
reserves the right to extend the offer period from time to time in accordance
with, and subject to, the terms and conditions of the Tender Offer and
applicable laws and regulations, in order to satisfy the conditions to
completion of the Tender Offer, including, among others, the receipt of all
necessary regulatory approvals, permits, clearances, consents or other actions
(or, where applicable, the expiry of relevant waiting periods) required under
applicable competition laws or other regulatory laws in any relevant
jurisdiction for the completion of the Tender Offer. The Tender Offer is
currently expected to be completed at the end of the third quarter or in the
beginning of the fourth quarter of 2024.
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 August 5, 2024.
Recommendation by the Board of Directors of Innofactor
The Board of Directors of Innofactor, represented by a quorum comprising the
non-conflicted members of the Board of Directors who are not members of the
Consortium and thus without the participation of Sami Ensio in the evaluation
or decision-making process, has unanimously decided to recommend that the
shareholders of Innofactor accept the Tender Offer. The Board of Directors will
issue its statement on the Tender Offer in accordance with the Finnish
Securities Markets Act (746/2012, as amended, the "Finnish Securities Markets
Act") before the commencement of the offer period and it will be appended to
the Tender Offer Document. The Board of Directors of Innofactor has received a
fairness opinion, dated July 21, 2024, from HLP Corporate Finance Oy to the
effect that, the consideration to be offered to shareholders in the Tender
Offer was, at the date of the fairness opinion, fair from a financial point of
view to the holders of Shares (excluding Sami Ensio and members of the
Consortium), which fairness opinion was based on and subject to the assumptions
made, procedures followed, matters considered and limitations and
qualifications on the review undertaken as more fully described in such
opinion. The fairness opinion of HLP Corporate Finance Oy was provided in
support of the Board of Directors' assessment of the Tender Offer. The complete
fairness opinion will be attached to the statement of the Board of Directors of
Innofactor.
Sami Ensio is participating in the Tender Offer as a member of the Consortium
and, thus, has not participated in any consideration of the implications or
decision-making of the Tender Offer by the Board of Directors or in any
decision-making concerning the recommendation of the Board of Directors or the
Combination Agreement.
Prior to issuing its recommendation, the Board of Directors of Innofactor has,
in accordance with Chapter 1, Section 8 of the Finnish Companies Act,
confidentially investigated strategic opportunities for the Company together
with its exclusive financial advisor Advium Corporate Finance Ltd., by, inter
alia, approaching several other parties to enquire about their interest in
Innofactor and to evaluate possible alternatives that would be better than the
Tender Offer. These alternatives have included, for instance, remaining as an
independent company, other strategic arrangements affecting the business
operations of the Company, such as divestment of business operations and
discovery of parties possibly interested in the Company. In connection with
this confidential investigation, the Board of Directors of Innofactor has,
together with the exclusive financial advisor, approached several other parties
considered to be potential and, prior to the half-yearly report for January -
June (Q2/2024) being released, received three non-binding offers or preliminary
indications of interest regarding the Company or certain of its business
operations, where in one of the non-binding indicative offers, EUR 1.86 per
Share has been indicatively offered for the Shares in the Company, conditional
to, inter alia, a customary due diligence review. The Board of Directors of
Innofactor has also received a non-binding offer for one significant part of
its business operations. The above-mentioned non-binding offers and preliminary
indications of interest, including the non-binding indicative offer with the
higher offer price, required, inter alia, the largest shareholder to commit to
support such transaction and take part in such transaction, which commitment,
to the understanding of the Board of Directors of Innofactor, would not be
available (also taking into consideration the conditions restricting the
largest shareholder from withdrawing from the Tender Offer following a
competing offer), thereby making, to the understanding of the Board of
Directors of Innofactor, the above-mentioned non-binding indicative offers and
preliminary indications of interest, including the non-binding indicative offer
with the higher offer price, unfeasible due to their terms. After evaluating
other strategic opportunities of the Company and the feasibility of the
received non-binding offers and preliminary indications of interests, including
the above-mentioned non-binding indicative offer with the higher offer price,
the Board of Directors of Innofactor, represented by a quorum comprising the
non-conflicted members of the Board of Directors of Innofactor who are not
members of the Consortium, considers that alternative arrangements better than
the Tender Offer are currently not available. When evaluating other non-binding
offers and preliminary indications of interest, the Board of Directors of
Innofactor has considered, inter alia, the feasibility of these non-binding
offers and preliminary indications of interest, including, inter alia, any
conditions requiring the support of the Company's largest shareholder. The
Board of Directors of Innofactor has carefully evaluated the conditions to
completion, risks and uncertainties associated with such alternatives and has
concluded that the other non-binding offers and preliminary indications of
interest received by the Company are not such that the Board of Directors of
Innofactor would consider them likely to be able proceed to completion,
considering in particular the requirement for the support of the largest
shareholder. In addition to these factors, the Board of Directors of Innofactor
has in its assessment taken into consideration that especially the
aforementioned non-binding indicative offer with the higher offer price was
submitted to the Company prior to the half-yearly report for January - June
(Q2/2024) being released, thereby, in the view of the Board of Directors of
Innofactor, rendering such offer incomparable due to its differing premise.
Conditions to Completion of the Tender Offer
The obligation of the Offeror to accept for payment the validly tendered
Shares, which have not been withdrawn in accordance with the terms and
conditions of the Tender Offer, and to complete the Tender Offer, shall be
subject to the fulfillment or, to the extent permitted by applicable law,
waiver by the Offeror of the following conditions (jointly the "Conditions to
Completion") on or prior to the date of the Offeror's announcement of the final
result of the Tender Offer in accordance with Chapter 11, Section 18 of the
Finnish Securities Markets Act:
1. the Tender Offer has been validly accepted with respect to the Shares
representing, together with any other Shares otherwise acquired by the
Offeror prior to or during the offer period, more than ninety (90) percent
of the Shares and voting rights in the Company calculated on a fully
diluted basis and otherwise in accordance with Chapter 18 Section 1 of the
Finnish Companies Act;
2. the receipt of all necessary regulatory approvals, such approval will be
considered obtained where the relevant regulatory authority has:
1. declined jurisdiction over or communicated their intent not to
investigate the Tender Offer; or
2. explicitly granted clearance, either unconditionally or subject to such
conditions, commitments, undertakings or modifications as the decision
may specify, provided that the terms of any conditions, commitments,
undertakings or modifications are in all respects satisfactory to the
Offeror; or
3. become time barred from reviewing the transaction by virtue of the
expiry of any applicable waiting period under applicable regulatory
laws;
3. no material adverse change has occurred on or after the date of the
Combination Agreement;
4. the Offeror has not received information after the date of the Combination
Agreement previously undisclosed to it that constitutes or results in a
material adverse change;
5. no legislation or other regulation has been issued and no court or
regulatory authority of competent jurisdiction has given a decision or
issued any regulatory action that would wholly or in any material part
prevent or postpone the completion of the Tender Offer;
6. the Board of Directors of the Company, represented by a quorum comprising
the non-conflicted members of the Board of Directors, has issued its
unanimous recommendation that the holders of the Shares accept the Tender
Offer and tender their Shares in the Tender Offer and the recommendation
remains in full force and effect and has not been withdrawn, modified,
cancelled, or amended (excluding, however, any technical modifications or
change of the recommendation required under applicable laws or the Helsinki
Takeover Code as a result of a competing offer or otherwise, so long as the
recommendation to accept the Tender Offer is upheld); and
7. the Combination Agreement has not been terminated and remains in full force
and effect and no event has occurred that, with the passage of time, would
give the Offeror the right to terminate the Combination Agreement.
The Conditions to Completion set out herein are exhaustive. The Offeror may
only invoke any of the Conditions to Completion so as to cause the Tender Offer
not to proceed, to lapse or to be withdrawn, if the circumstances which give
rise to the right to invoke the relevant Condition to Completion have a
significant meaning to the Offeror in view of the Tender Offer, as referred to
in the Regulations and Guidelines 9/2013 (Takeover bids and mandatory bids),
issued by the Finnish Financial Supervisory Authority and the Helsinki Takeover
Code. The Offeror reserves the right to waive, to the extent permitted by
applicable laws and regulations, any of the Conditions to Completion that have
not been fulfilled, including the implementation of the Tender Offer at a lower
acceptance level or otherwise despite some other Conditions to Completion
having not been fulfilled. The Offeror will announce such waiver through a
stock exchange release as required by the terms and conditions of the Tender
Offer and applicable laws and regulations. If all Conditions to Completion have
been fulfilled or the Offeror has waived the requirements for the fulfilment of
all or some of them no later than at the time of announcement of the final
results of the Tender Offer, the Offeror will consummate the Tender Offer in
accordance with its terms and conditions after the expiration of the offer
period by purchasing the Shares validly tendered in the Tender Offer and paying
the Offer Price to the shareholders that have validly accepted the Tender Offer
in accordance with the terms and conditions of the Tender Offer.
Regulatory Approvals
The Offeror will, as soon as possible, make all submissions, notifications and
filings (and draft filings where customary or appropriate) necessary to obtain
all necessary regulatory approvals, permits, clearances, consents or other
actions, including without limitation competition clearances, (or, where
applicable, the expiry of relevant waiting periods) required under applicable
competition laws or other regulatory laws in any relevant jurisdiction for the
completion of the Tender Offer.
Based on currently available information, the Offeror expects to obtain such
necessary regulatory approvals, permits, clearances, consents and other actions
during the offer period. The Offeror will use its reasonable efforts to obtain
such regulatory approvals. However, the length and outcome of the competition
clearance and other regulatory approval processes is not within the control of
the Offeror, and there can be no assurances that clearance will be obtained
within the estimated timeframe, if at all.
Financing
The Offeror has received equity commitments, as evidenced in equity commitment
letters addressed to the Offeror. The Offeror has also entered into a debt
financing arrangement made available under a facilities agreement with a
reputable Nordic bank. The financing agreed under the facilities agreement has
been obtained on standard European "certain funds" basis, and the availability
of debt financing is subject only to the following limited conditions: (i) no
event of default relating to non-payment, breach of certain major undertakings
or statements, cross default, certain insolvency proceedings (or certain
similar proceedings), unlawfulness or repudiation and rescission of certain
agreements is continuing or would result from the drawdown of the loan; (ii) no
event of illegality in respect of granting the loan, no major changes in the
ownership of the Offeror having occurred; and (iii) the delivery to the lender
of certain customary documents and certifications that are prerequisites to the
drawdown and are within the control of the Offeror. The Offeror's obligation to
complete the Tender Offer is not conditional upon availability of financing
(assuming that all the Conditions to Completion are otherwise satisfied or
waived by the Offeror).
Future plans concerning the Shares
The Offeror intends to acquire all the Shares. If, as a result of the
completion of the Tender Offer, the Offeror's ownership has exceeded ninety
(90) percent of all the Shares and votes in Innofactor, when calculated
together with any Shares otherwise held by the Offeror prior to the date of the
announcement of the final result of the Tender Offer, the Offeror will commence
as soon as reasonably practicable compulsory redemption proceedings in
accordance with the Finnish Companies Act for all the Shares not purchased
pursuant to the Tender Offer. Thereafter, the Offeror will apply for the shares
in Innofactor to be delisted from Nasdaq Helsinki, as soon as permitted and
reasonably practicable under the applicable laws and regulations and the rules
of Nasdaq Helsinki.
The Combination Agreement
The Combination Agreement between Innofactor 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 Innofactor may, at
any time prior to the completion of the Tender Offer, withdraw, modify, cancel,
change or amend its recommendation and take actions contradictory to the
recommendation, including by way of deciding not to issue its recommendation
for the shareholders of Innofactor to accept the Tender Offer, but only if the
Board of Directors of Innofactor determines in good faith due to any event,
condition, circumstance, development, occurrence, change, effect or fact (any
such item an "Effect") occurring after the date of the Combination Agreement or
an Effect occurring prior to the date of the Combination Agreement of which the
Board of Directors of the Company was not aware as at the date of the
Combination Agreement, after receiving advice from reputable external legal
counsel and financial advisor(s) and after consultation with the Offeror, that
such action with respect to its recommendation is required for the Board of
Directors of the Company to comply with its mandatory fiduciary duties towards
the holders of the Shares under Finnish laws and regulations (including the
Helsinki Takeover Code) (such duties referred to as the "Fiduciary Duties"),
provided that the Board of Directors of the Company has (i) promptly notified
the Offeror of its intention to take such contemplated actions, (ii) in good
faith provided the Offeror with an opportunity to negotiate with the Board of
Directors about matters arising from the changed circumstances in view of the
Tender Offer, (iii) given the Offeror at least seven (7) business days from the
date of informing the Offeror of the intention to take such contemplated
actions to enhance the terms and conditions of the Tender Offer or to take
other actions to remedy or mitigate the circumstances giving rise to such
contemplated actions, and (iv) taken such enhanced terms and conditions of the
Tender Offer, if any, into consideration when resolving upon such contemplated
actions with respect to the recommendation.
If such an action by the Board of Directors of the Company is connected to
another tender offer or an offer for a merger or other strategic arrangement
which the Board of Directors of the Company has determined in good faith to
constitute a superior offer if made public, the Board of Directors of the
Company may withdraw, modify, cancel, change or amend or take actions
contradictory to its recommendation provided that the Board of Directors of the
Company has (i) complied with its obligations in the Combination Agreement to
not solicit competing transactions, (ii) informed the Offeror that the Board of
Directors has determined that such competing offer would, if announced,
constitute a superior offer, and otherwise has notified the Offeror of the
Company's receipt of the competing offer with reasonably detailed information,
(iii) in good faith given the Offeror an opportunity to negotiate with the
Board of Directors of the Company about matters arising from the competing
offer, (iv) given the Offeror at least five (5) business days from (x) the
Offeror having in writing been informed of the competing offer and its material
terms or (y) such competing offer having been publicly announced such that it
becomes a superior Offer, to allow the improvement of the terms of the Tender
Offer.
The Company has committed that it shall, and shall cause its subsidiaries,
officers, directors, employees and representatives, (a) not to, directly or
indirectly, actively solicit any inquiries or any proposal or offer that
constitutes, or would reasonably be expected to lead to, any competing offer or
otherwise harm or hinder the completion of the Tender Offer, (b) not to
support, agree to, provide information for, or endorse any competing offer, or
enter into any discussion or agreements concerning any competing offer, unless
such competing offer satisfies certain conditions required under the
Combination Agreement for a superior competing offer; (c) to cease and cause to
be terminated any possible discussions, negotiations or other activities
related to any competing offer conducted prior to the signing date of the
Combination Agreement; (d) not to, upon receipt of a competing offer, directly
or indirectly, facilitate or promote the progress of such competing offer,
unless the Board of Directors of the Company determines in good faith, after
taking advice from reputable external legal counsel and financial advisor(s),
that such measures are required in order for the Board of Directors of the
Company to comply with its fiduciary duties (and only to the extent necessary
for the fulfilment of the fiduciary duties).
The Combination Agreement further includes certain customary representations,
warranties and undertakings by both parties, such as conduct of Innofactor's
and each of its subsidiaries' business in all material respects in the ordinary
course of business until the earlier of the date of the settlements of the
completion trades with respect to the Shares tendered in the Tender Offer or
the termination of the Combination Agreement in accordance with its terms and
use of reasonable best efforts by the parties to do, or cause to be done, and
to assist and cooperate with the other party in doing, all things necessary or
advisable to consummate the Tender Offer and the transactions contemplated by
the Combination Agreement.
The Combination Agreement may be terminated and the transactions contemplated
in the Combination Agreement abandoned by the Company or the Offeror in certain
circumstances, including, among others, if a final, non-appealable injunction
or other order issued by any court of competent jurisdiction or other final,
non-appealable legal restraint or prohibition preventing the consummation of
the Tender Offer has taken effect after the date of the Combination Agreement
and continues to be in effect or upon a material breach of any warranty or
undertaking given by the Company or the Offeror. If the Combination Agreement
is terminated due to certain reasons specified in the Combination Agreement,
the Offeror has in certain situations agreed to reimburse expenses incurred by
the Company up to the maximum amount of EUR 1,250,000 and the Company has in
certain situations agreed to reimburse expenses incurred by the Offeror up to
the maximum amount of EUR 1,250,000.
ADVISERS
The Offeror has appointed Carnegie Investment Bank AB (publ), Finland Branch as
financial adviser, Roschier, Attorneys Ltd. as legal adviser and Miltton Ltd as
communication adviser. Innofactor has appointed Advium Corporate Finance Ltd.
as an exclusive financial adviser, Krogerus Attorneys Ltd as legal adviser and
Kreab Oy as communication adviser.
INVITATION TO A WEBCAST HELD BY THE CONSORTIUM ON JULY 22, 2024 AT 11:00 A.M.
(EEST)
The Consortium invites shareholders of Innofactor, analysts and media to attend
a webcast briefing on the Tender Offer, including a Q&A session, today, July
22, 2024, at 11:00 a.m. (EEST). The presentation will be in Finnish. Link to
webcast: https://miltton.fluxmedia.live. Participants may submit questions in
writing during the event through a message platform available in the webcast.
More information is available on website at:
https://innofactor.tenderoffer.fi/en/
Investor and media enquiries:
Innofactor
Tero Lehtinen (Kreab), tero.lehtinen@kreab.com, +358 50 384 8308
Iida Suominen (Innofactor), ir@innofactor.com, +358 40 716 7173
Lasse Lautsuo (Innofactor), ir@innofactor.com, +358 50 480 1597
The Consortium
Antti Kummu, CapMan Growth, +358 50 432 4486
Media
press.contact@miltton.com
+358 45 788 51840
IMPORTANT INFORMATION
THIS ANNOUNCEMENT 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 ANNOUNCEMENT IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS
ANNOUNCEMENT 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 ANNOUNCEMENT 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 Innofactor in the United States
Shareholders of Innofactor in the United States are advised that the Shares are
not listed on a U.S. securities exchange and that Innofactor 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
Innofactor, 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, 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 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. The Tender Offer is made to Innofactor's shareholders resident
in the United States on the same terms and conditions as those made to all
other shareholders of Innofactor to whom an offer is made. Any informational
documents, including this announcement, are being disseminated to U.S.
shareholders on a basis comparable to the method that such documents are
provided to Innofactor's other shareholders.
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 Innofactor of such information. In addition, the
financial adviser to the Offeror may also engage in ordinary course trading
activities in securities of Innofactor, 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 Innofactor's shareholders to
enforce their rights and any claims they may have arising under the U.S.
federal securities laws, since the Offeror and Innofactor 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. Innofactor shareholders
may not be able to sue the Offeror or Innofactor 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 Innofactor and their
respective affiliates to subject themselves to a U.S. court's judgment.
Forward-looking statements
This announcement 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 announcement.
Disclaimer
Carnegie Investment Bank AB (publ), which is authorised and regulated by the
Swedish Financial Supervisory Authority (Finansinspektionen), is acting through
its Finland Branch ("Carnegie"). The Finland branch is authorised by the
Swedish Financial Supervisory Authority and subject to limited regulation by
the Finnish Financial Supervisory Authority (Finanssivalvonta). Carnegie is
acting exclusively for the Offeror and no one else in connection with the
Tender Offer and the matters set out in this announcement. Neither Carnegie nor
its affiliates, nor their respective partners, directors, officers, employees
or agents are responsible to anyone other than the Offeror for providing the
protections afforded to clients of Carnegie, or for giving advice in connection
with the Tender Offer or any matter or arrangement referred to in this
announcement.
Advium Corporate Finance Ltd. is acting exclusively on behalf of Innofactor 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 release or not) as a client in connection to the Tender Offer, and is not
responsible to anyone other than Innofactor for providing protection or
providing advice in connection with the Tender Offer or any other transaction
or arrangement referred to in this document.© 2024 GlobeNewswire
