Lemonsoft Oyj | Company Release | March 26, 2026 at 22:00:00 EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, 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.
Rite Ventures announced on 6 March 2026 that Rite LS SPV AB ("Rite LS SPV") and parties acting in concert with it, Rite Internet Ventures Holding AB ("RIVH"), Rite SPV 2025-1 AB ("Rite SPV 2025-1") and Bird Cherry Holding AB ("Bird Cherry") (Rite LS SPV, Bird Cherry, RIVH and Rite SPV 2025-1, together "Rite Ventures" or the "Offerors") had become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft Oyj ("Lemonsoft" or the "Company"). Accordingly, on 18 March 2026, Rite Ventures announced the mandatory public tender offer for all the issued and outstanding shares in Lemonsoft that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the "Shares") (the "Tender Offer").
The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the "Tender Offer Document"). The offer period for the Tender Offer will commence on 27 March 2026 at 9:30 a.m. (Finnish time) and expire on 5 May 2026 at 4:00 p.m. (Finnish time) (the "Offer Period"), unless the Offer Period is extended or any extended offer period is discontinued in accordance with the terms and conditions of the Tender Offer.
The Finnish language version of the Tender Offer Document is available as of today, 26 March 2026, at riteventures.com/lemonsoft-ostotarjous and danskebank.fi/lemonsoft. Similarly, the English language translation of the Tender Offer Document is available at riteventures.com/lemonsoft-tender-offer and danskebank.fi/lemonsoft-en.
The offer price is EUR 4.67 in cash for each Share validly tendered in the Tender Offer (the "Offer Price"). The Offer Price has been determined based on 18,262,768 issued shares in Lemonsoft as at the date of Tender Offer Document (26 March 2026). Should the Company increase the number of Shares that are issued and outstanding on the date hereof as a result of a new share issue, reclassification, stock split or any other similar transaction, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect any of the foregoing occurs prior to any of the settlements of the completion trades (whether after the expiry of the Offer Period or during or after any subsequent offer period (the "Subsequent Offer Period")), the Offerors reserve the right to adjust the Offer Price payable accordingly on a euro-for-euro basis.
As at the date of this release, the Board of Directors of Lemonsoft has not issued a statement on the Tender Offer. The Offerors will supplement the Tender Offer Document with Lemonsoft's Board of Directors' statement after its publication.
Lemonsoft's Board member Kari Joki-Hollanti holding approximately 26.17 per cent of the shares and voting rights in Lemonsoft, has irrevocably undertaken not to accept the Tender Offer with respect to shares held by him, provided that the Tender Offer is carried out in accordance with the terms and conditions and within the time frame described in the Tender Offer Document.
In accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act (746/2012, as amended, "SMA"), a mandatory tender offer may only be subject to obtaining the necessary regulatory decisions. The Offerors are of the view that the completion of the Tender Offer will not require approvals from competition authorities or any notifications or applications under applicable foreign direct investment regulations.
The obligation of the Offerors to accept for payment the Shares validly tendered and to complete the Tender Offer shall be subject to the receipt of all necessary regulatory approvals, permits and consents on or by the date of the Offerors' announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the SMA. However, on the date of this Tender Offer Document, the Offerors are not aware of any regulatory or similar approvals which would be required for the completion of the Tender Offer.
Most Finnish account operators are expected to send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers who are registered as shareholders in the shareholders' register of Lemonsoft maintained by Euroclear Finland. Shareholders of Lemonsoft 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 email to Lemonsoft-offer@danskebank.com, where such shareholders of Lemonsoft can receive information on submitting their acceptance of the Tender 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 Lemonsoft whose Shares are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by their custodian of the nominee-registered Shares. The Offerors will not send an acceptance form or any other documents related to the Tender Offer to nominee-registered shareholders of Lemonsoft.
A shareholder of Lemonsoft who wishes to accept the Tender Offer must submit the 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. Any acceptance must be submitted in such a manner that it will be received within the Offer Period and/or any Subsequent Offer Period taking into account, however, the instructions given by the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period and/or Subsequent Offer Period. Shareholders of Lemonsoft submit acceptances at their own risk. Any acceptance will be considered as submitted only when an account operator has actually received it. The Offerors reserve the right to reject or approve, in its sole discretion, any acceptance submitted outside the Offer Period or any Subsequent Offer Period, as applicable, or in an incorrect or incomplete manner.
The Offerors will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued Offer Period). The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued Offer Period). In connection with the announcement of the final result, the percentage of the Shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.
The Offerors reserve the right to acquire Shares also in public trading on the Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd ("Nasdaq First North") or otherwise outside the Tender Offer during and after the Offer Period (including any extension thereof) and any Subsequent Offer Period and thereafter to the extent permitted by applicable laws and regulations.
The terms and conditions of the Tender Offer are enclosed in their entirety to this release (Appendix 1).
The Offerors have appointed Danske Bank A/S, Finland branch as its financial advisor and Hannes Snellman Attorneys Ltd as its legal advisor in connection with the Tender Offer.
For further information, please contact
Christoffer Häggblom, Chair of the Board, Rite Ventures, tel. +46 728808241, torite@riteventures.com
Important Information
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE OFFER, IN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA. 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 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, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA 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 Lemonsoft in the United States
Shareholders of Lemonsoft in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Lemonsoft 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 Lemonsoft, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is expected to be made in the United States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) 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 applicable under the tender offer procedures and laws of the United States for domestic offers. The Tender Offer is made to Lemonsoft's shareholders in the United States on the same terms and conditions as those made to all other shareholders of Lemonsoft 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 Lemonsoft's other shareholders.
To the extent permissible under applicable law or regulations, Rite Ventures and its affiliates or its brokers and its brokers' affiliates (acting as agents for Rite Ventures or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares, provided that any such purchases shall be effected outside of the United States. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and the consideration in the Tender Offer must be increased to match any such consideration paid outside the Tender Offer. 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 Lemonsoft of such information. In addition, the financial adviser to Rite Ventures may also engage in ordinary course trading activities in securities of Lemonsoft, 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 Lemonsoft's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Rite Ventures and Lemonsoft 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. Lemonsoft's shareholders may not be able to sue Rite Ventures or Lemonsoft 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 Rite Ventures and Lemonsoft and 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", "expects", "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
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 financial advisor of Rite Ventures 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 Rite Ventures 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 Tender Offer.
Appendix 1: Terms and conditions of the Tender Offer
Further information
Alpo Luostarinen
CEO
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507
Mari Erkkilä
CFO
mari.erkkila@lemonsoft.fi
+358 40 768 1415
Certified Adviser:
Aktia Alexander Corporate Finance Oy, +358 50 520 4098
About Us
Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers' processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company's standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. The Company's customer base consists of customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.
