(Información remitida por la empresa firmante)
Crayfish BidCo Oy, inside information, 10 March 2023 at 5:30 p.m. (EET)
HELSINKI, March 10, 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 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”). On 24 February 2023, the Offeror improved the offer price under its Tender Offer to EUR 8.95 for each Share validly tendered in the Tender Offer (the “Offer Price”). The Offeror has published a tender offer document, dated 7 March 2023, concerning the Tender Offer (the “Tender Offer Document”). The acceptance period under the Tender Offer commenced on 8 March 2023 at 9:30 a.m. (Finnish time) and initially expires on 17 May 2023 at 4:00 p.m. (Finnish time), unless the acceptance period is extended or discontinued (the “Offer Period”).
The Offeror announced on 23 February 2023 that it intended to initiate negotiations with certain shareholders of Caverion concerning potential privately negotiated purchases of their Shares conditional on obtaining necessary regulatory approvals for such additional purchases (the “Conditional Share Purchases”). The Offeror announced on 9 March 2023 by way of a stock exchange release that it had as at the date of said stock exchange release entered into Conditional Share Purchases, whereby the Offeror had agreed to purchase an additional 12,139,885 Shares in aggregate from certain shareholders against cash consideration not exceeding the Offer Price, conditional on obtaining necessary regulatory approvals for such additional purchases, and that it would continue to negotiate with certain additional shareholders concerning potential purchases of their Shares.
The Offeror hereby announces that it has, as a result of such continued negotiations, entered into further Conditional Share Purchases, whereby the Offeror has agreed to purchase an additional 7,470,165 Shares in aggregate (representing in total approximately 5.5 percent of all outstanding shares in the Company (excluding treasury shares)) from certain shareholders against cash consideration not exceeding the Offer Price. Together with the Conditional Share Purchases disclosed prior to this stock exchange release, such further Conditional Share Purchases will, once completed, increase the Offeror’s total shareholding in Caverion to approximately 28.3 percent of all outstanding shares (excluding treasury shares) as compared to the Offeror’s current shareholding of 9.9 percent and result in the Offeror becoming the largest shareholder in Caverion (assuming Caverion’s current ownership structure would remain otherwise unchanged), evidencing Triton’s strong commitment to the Tender Offer and confidence in its ability to complete the Tender Offer within the estimated timeline. All Conditional Share Purchases have been agreed on customary terms and conditions, and the completion thereof is subject to obtaining approvals relating to foreign direct investment control in certain jurisdictions. The Offeror will supplement the Tender Offer Document with respect to these and any additional new Conditional Share Purchases.
The Offeror may acquire, or enter into arrangements to acquire, Shares, or arrange ownership of 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 outside the Tender Offer, to the extent permitted by applicable laws and regulations, and currently continues to negotiate with certain additional shareholders concerning potential purchases of their Shares on substantially similar terms as the Conditional Share Purchases already concluded. The Offeror will separately announce any additional share purchases in due course as required by Finnish and other applicable laws.
Mikael Aro from Triton comments:
“With the most recent conditional share purchases, we have now committed to increase our total shareholding in Caverion to approximately 28.3 percent of all outstanding shares. Assuming the current ownership structure remains otherwise unchanged, we would become the largest shareholder in Caverion upon completion of these share purchases. This is proof of our commitment to the company and our confidence in completing our offer within our estimated timeline.
We believe that our offer represents a superior alternative to the pending offer by the Bain Capital led consortium and we continue to be surprised over their speculative and potentially distortive statements about our offer that they continue to make. We on the other hand continue to put our money where our mouth is and demonstrate our commitment to Caverion through these share purchases. As mentioned before, we are moving forward with the regulatory approval process as planned and continue to expect clearance in the third or fourth quarter of 2023.”
ABOUT TRITON
Triton is one of the leading Northern European investment firms 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.
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.
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
More information about the Tender Offer at: triton-offer.com
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.
(CONTINUA)