(Información remitida por la empresa firmante)
HELSINKI, March 23, 2023 /PRNewswire/ —
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.
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”). The offer price under the Tender Offer is EUR 8.95 in cash for each validly tendered Share. The Offeror has published a tender offer document, dated 7 March 2023 and supplemented on 14 March 2023, concerning the Tender Offer (as supplemented, the “Tender Offer Document”). The acceptance period under the Tender Offer commenced on 8 March 2023 at 9:30 a.m. (Finnish time) and expires on 17 May 2023 at 4:00 p.m. (Finnish time), unless the acceptance period is extended or discontinued (the “Offer Period”).
KEY HIGHLIGHTS
The Offeror has decided to lower the minimum acceptance threshold under its Tender Offer from more than 90 percent of all Shares to more than two-thirds (2/3) of all Shares, thus securing that the deliverability of the Tender Offer is less dependent on the actions of the Caverion shareholders participating in the consortium led by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates (“Bain Capital”).
The Offeror continues to work on the process for obtaining merger control clearance for the Tender Offer, and the process is progressing as planned. The Offeror does not anticipate any material substantive issues with respect to obtaining merger control clearance and continues to expect that it will complete the Tender Offer in the third or fourth quarter of 2023, if merger control clearance is not received earlier.
The Offeror has already obtained foreign direct investment control approval for the Tender Offer in Finland and expects to receive approvals relating to foreign direct investment control in all remaining relevant jurisdictions still during the first quarter of 2023 or very shortly thereafter. After all approvals relating to foreign direct investment control have been received, the Tender Offer is with respect to regulatory approvals conditional only on merger control clearance.
As announced by the Offeror on 14 March 2023, the Offeror has agreed on conditional share purchases that will, once completed, increase the Offeror’s total shareholding in Caverion to approximately 29.99 percent of all outstanding shares (excluding treasury shares) 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. The completion of all conditional share purchases is subject to obtaining approvals relating to foreign direct investment control in certain jurisdictions.
LOWERING OF THE MINIMUM ACCEPTANCE CONDITION UNDER THE TENDER OFFER
The Offeror has decided to lower the minimum acceptance threshold under its Tender Offer from more than 90 percent of all Shares to more than two-thirds (2/3) of all Shares. The completion of the Tender Offer is thus conditional on, among others, the Tender Offer having 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 two-thirds (2/3) of the outstanding shares and voting rights in Caverion. With the exception of the minimum acceptance threshold, all other terms and conditions of the Tender Offer remain unchanged and as set out in the Tender Offer Document.
UPDATE ON REGULATORY APPROVALS
The Offeror continues to work on the process for obtaining merger control clearance for the Tender Offer, and the process is progressing as planned. The Offeror has initiated the process for obtaining a partial referral of the case to Finland, expects to file the final referral request with the European Commission imminently and continues the pre-notification discussions relating to the substantive merger control filings with the competent competition authorities. The Offeror believes that this partial referral of the case to Finland will allow for a more efficient process given the Finnish Competition and Consumer Authority’s recent experiences in the sector, whereas the process with the European Commission as regards jurisdictions other than Finland is expected to be concluded quickly and efficiently. If remedies were required at all, timely clearance could be obtained by limited targeted local remedies in Finland. In all, the Offeror does not anticipate any material substantive issues with respect to obtaining merger control clearance and continues to expect that it will complete the Tender Offer in the third or fourth quarter of 2023, if merger control clearance is not received earlier.
The Offeror has already obtained foreign direct investment control approval for the Tender Offer in Finland and expects to receive approvals relating to foreign direct investment control in all remaining relevant jurisdictions still during the first quarter of 2023 or very shortly thereafter. After receipt of approvals relating to foreign direct investment control have been received, the Tender Offer is with respect to regulatory approvals conditional only on merger control clearance, as described above.
Mikael Aro from Triton comments:
“By lowering the minimum acceptance threshold under our tender offer to two-thirds of all outstanding shares in Caverion, we further signal our strong commitment to complete the tender offer. With this positive development, the deliverability of our offer is less dependent on the actions of the Caverion shareholders who are currently participating in the Bain Capital led consortium. Considering further our higher offer price of EUR 8.95 per share, we strongly believe that our tender offer is a superior alternative to all shareholders of Caverion.”
OTHER MATTERS
The Offeror will supplement the Tender Offer Document in respect of the information included in this stock exchange release and will publish the supplement to the Tender Offer Document as soon as it has been approved by the Finnish Financial Supervisory Authority. The Offeror currently expects that the supplement to the Tender Offer Document will be published before the end of March 2023.
The Offeror may acquire, or enter into arrangements to acquire, Shares 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.
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.
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