(Información remitida por la empresa firmante)
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 IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
HELSINKI, March 8, 2023 /PRNewswire/ — As previously announced, North Holdings 3 Oy (the «Offeror») and Caverion Corporation (the «Company» or «Caverion») have entered into a combination agreement (as amended, the «Combination Agreement»), pursuant to which the Offeror has made a recommended voluntary public tender offer to acquire all of the issued and outstanding shares in Caverion that are not held by Caverion or any of its subsidiaries (the «Shares» or, individually, a «Share») (the «Tender Offer»). The Offeror has published a tender offer document, dated November 24, 2022 as well as the first supplement to the tender offer document on January 13, 2023, the second supplement to the tender offer document on February 10, 2023, the third supplement to the tender offer document on February 15, 2023 and the fourth supplement to the tender offer document on February 28, 2023, concerning the Tender Offer (the tender offer document, as supplemented from time to time, the «Tender Offer Document»). The offer period for the Tender Offer commenced on November 24, 2022, at 9:30 a.m. (Finnish time) and is currently set to expire on March 16, 2023, at 4:00 p.m. (Finnish time), unless the offer period is extended further or any extended offer period is discontinued as described in the terms and conditions of the Tender Offer. The Offeror will, however, supplement the Tender Offer Document due to the information disclosed in this announcement. and will simultaneously extend the offer period in its Tender Offer as required under applicable law and the regulations and guidelines of the Finnish Financial Supervisory Authority.
The Offeror has today announced that it will lower the minimum acceptance threshold of the Tender Offer from more than 66 2/3 percent to more than 50 percent of all Shares. Therefore, a condition to the completion of the Tender Offer is that the Tender Offer has been validly accepted with respect to Shares representing, together with any other Shares otherwise acquired by the Offeror prior to or during the offer period, more than fifty (50) percent of the Shares and voting rights in the Company calculated in accordance with Chapter 18 Section 1 of the Finnish Companies Act (624/2006, as amended). Other Conditions to Completion (as defined in the terms and conditions of the Tender Offer) remain unchanged.
The Offeror reserves the right to waive any of the Conditions to Completion that have not been fulfilled. 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 holders of the Shares that have validly accepted the Tender Offer.
The Offeror has already received all necessary regulatory approvals for its Tender Offer which offers the possibility for completion promptly after the end of the offer period, also thanks to the lower acceptance threshold.
North (BC) Lux Holdco SARL («Bain Luxco») (a vehicle owned and controlled by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates (together «Bain Capital» and such funds being the «Bain Capital Funds»), Security Trading Oy («Security Trading»), Fennogens Investments S.A. («Fennogens») and Corbis S.A. («Corbis») form a consortium (the «Consortium») for the purposes of the Tender Offer. Security Trading, Fennogens and Corbis, together own approximately 26.7 percent of Shares, and Antti Herlin, Hisra Consulting and Finance Oy and Autumn Spirit Oü, which are not part of the Consortium but are related parties to the Consortium members, together own approximately 0.5 percent of Shares. The members of the Consortium and the above related parties to Consortium members are focused on reaching a successful completion of the Tender Offer, and remain committed to their current partnership for achieving that end.
In its announcement, the Offeror also comments on the competing offer as announced on February 24, 2023 by Crayfish BidCo Oy, an entity controlled by Triton Fund V. The Offeror’s announcement is attached in its entirety to this stock exchange release.
Distribution:
Nasdaq Helsinki, key media, www.caverion.com
ABOUT THE CONSORTIUM
Bain Luxco is owned and controlled by the Bain Capital Funds. Bain Capital is one of the most experienced and successful private investment firms globally, having made more than 1,230 primary and add-on investments with approximately USD 160 billion assets under management. The firm has more than 620 investment professionals worldwide spread throughout its global network in Europe, Asia and North America. Bain Capital has made numerous successful and value-enhancing investments and exits in the Nordic region over the past years. Notably, the company led the successful take-private of Ahlstrom-Munksjö, a global leader in innovative and sustainable fiber-based materials, which was delisted from Nasdaq Helsinki in 2021. Further, from 2012 Bain Capital was the owner of Bravida, a leading Nordic technical installation and services provider, listing the business on Nasdaq Stockholm in 2015.
Security Trading is an investment company owned by the Antti Herlin family. As at the date of this announcement, Antti Herlin, Security Trading and Hisra Consulting and Finance Oy, which is a company fully owned by Security Trading, together hold approximately 15.43 percent of the Shares and votes in Caverion (excluding shares held in treasury by Caverion).
Fennogens is an investment company owned by the Georg Ehrnrooth, Henrik Ehrnrooth and Carl-Gustaf Ehrnrooth families. As at the date of this announcement, Fennogens holds approximately 10.38 percent of the Shares and votes in Caverion (excluding shares held in treasury by Caverion).
Corbis is an investment company owned by the Henrik Ehrnrooth family. As at the date of this announcement, Corbis holds approximately 1.27 percent of the Shares and votes in Caverion (excluding shares held in treasury by Caverion).
ABOUT CAVERION
Caverion is a public limited liability company incorporated under the laws of Finland with its shares listed on the official list of Nasdaq Helsinki. Caverion is a Northern & Central European-based expert for smart and sustainable built environments, enabling performance and people’s well-being. Caverion offers expert guidance during the entire life cycle of buildings, infrastructure or industrial sites and processes: from design & build to projects, technical and industrial maintenance, facility management as well as advisory services. At the end of December 2022, there were almost 14,500 professionals serving customers at the service of Caverion Group in 10 countries.
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 IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
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