(Información remitida por la empresa firmante)
Triton believes in the superiority of its offer of EUR 8.00 per share, representing a 14.3 percent premium compared to the pending voluntary public tender offer for all issued and outstanding shares in Caverion by the consortium led by Bain Capital.
Crayfish BidCo Oy has today acquired 13,647,263 shares in Caverion, approximately 9.9 percent of all outstanding shares in the company, signaling Triton’s strong commitment to the tender offer.
The transaction will enable Caverion to continue its transformation strategy to sustainably improve its long-term performance and allows all current shareholders of Caverion to be appropriately rewarded for the improvements that Caverion has already delivered.
Triton does not anticipate any material substantive issues to the completion of the tender offer, which is expected to occur during the third or fourth quarter of 2023, and shareholders who have validly tendered their shares will be compensated for the longer time period to completion through the offer price accruing interest at the rate of 3.00 percent per annum from the beginning of July 2023 onwards if the tender offer is not declared unconditional before then.
Triton is seeking the support of Caverion’s Board of Directors and shareholders and looking forward to engaging with the Caverion Board of Directors on delivering a successful outcome to all Caverion shareholders, employees and customers
HELSINKI, Finland, Jan. 12, 2023 /PRNewswire/ — On 10 January 2023, Crayfish BidCo Oy (the “Offeror”), a Finnish private limited liability company indirectly controlled by the entities comprising Triton Fund V (together “Triton”), announced (the “Announcement Release”) a voluntary public cash tender offer for all the issued and outstanding shares in Caverion Corporation (“Caverion” or the “Company”) that are not held by Caverion or any of its subsidiaries (the “Shares” or, individually, a “Share”) (the “Tender Offer”). The shareholders of Caverion have been offered a cash consideration of EUR 8.00 for each Share validly tendered in the Tender Offer (the “Offer Price”). The Offeror expects to publish a tender offer document with detailed information on the Tender Offer on or about 30 January 2023. The offer period under the Tender Offer is expected to commence on or about 31 January 2023 and to initially expire on or about 11 April 2023.
PURCHASES OF SHARES IN CAVERION
As noted in the Announcement Release, the Offeror has intended to seek to acquire Shares as soon as possible after the announcement of the Tender Offer. The Offeror has today acquired in total 13,647,263 Shares amounting to approximately 9.9 percent of all outstanding shares in the Company (excluding treasury shares). The Offeror is committed to its Tender Offer and convinced that the Tender Offer can be completed within the timeline set out in the Announcement Release.
Based on its in-depth substantive analysis, carried out by highly reputable antitrust advisers, the Offeror believes that its Tender Offer will not raise material substantive concerns or execution risk from a merger control clearance perspective. The Offeror expects that it will be able to obtain merger control clearance and complete the Tender Offer during the third or fourth quarter of 2023, but it is possible that merger control clearance could be obtained, and the Tender Offer completed, already during the second quarter of 2023. To provide additional compensation for the longer timeline to completion, the Offer Price will accrue interest at a rate of 3,00 percent per annum as of 1 July 2023, as set out in the Announcement Release.
ABOUT TRITON
Triton is a leading Northern European investment firm which seeks to contribute to the building of better businesses for the longer term. Triton and its executives strive to be agents of positive change towards sustainable operational improvements and growth. The Triton funds invest in and support the positive development of businesses headquartered predominantly in Northern Europe. Triton has a long track record of investing in service businesses, such as Caverion, across the Nordic and DACH regions.
Mikael Aro from Triton comments:
“Our acquisition of Caverion shares is evidence of our conviction in Triton being the ideal partner for Caverion and our offer for the company being superior. We have now acquired 9.9 percent of shares in the company from the open market. We look forward to discussions with all Caverion shareholders and the board and becoming the new owner of Caverion.”
INVESTOR AND MEDIA ENQUIRIES
For further information, please contact:
Fredrik Hazén, Communications Professional at Triton
+46 709 483 810
hazen.wp@triton-partners.com
Media contact in Finland:
Niko Vartiainen, Principal Consultant at Tekir
+358 50 529 4299
niko@tekir.fi
IMPORTANT INFORMATION
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”). THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.
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