(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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED “IMPORTANT INFORMATION” BELOW.
HELSINKI, April 5, 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 “Triton Offer”). The offer price under the Triton Offer, as adjusted, is EUR 8.75 for each Share validly tendered in the Triton Offer (the “TritonOffer Price”). The Offeror has published a tender offer document, dated 7 March 2023 and supplemented on 14 March 2023 and 4 April 2023, concerning the Triton Offer (as supplemented from time to time, the “Tender Offer Document”). The acceptance period under the Triton 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 Board of Directors of Caverion (the “CaverionBoard”) has unanimously decided to recommend that the holders of the Shares accept the Triton Offer and to withdraw its recommendation for the competing pending voluntary public tender offer for all the Shares by North Holdings 3 Oy, an acquisition vehicle controlled by the consortium led by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates (“Bain Capital”) (the “Bain Capital Offer”).
The Caverion Board has also decided to terminate the combination agreement between Caverion and North Holdings 3 Oy relating to the Bain Capital Offer.
The Caverion Board has concluded that the terms of the Triton Offer, including the Triton Offer Price, are fair to the Caverion shareholders and more favorable compared to the Bain Capital Offer. In its assessment, the Caverion Board considered multiple factors, including the Triton Offer Price, which the Caverion Board finds sufficiently higher than the alternative considerations offered under the Bain Capital Offer, and the deal deliverability improvements brought about by both the conditional purchases of Shares agreed by the Offeror and the minimum acceptance threshold of more than two-thirds (2/3) of all Shares under the Triton Offer.
The Offeror and Caverion have today entered into a cooperation agreement (the “Cooperation Agreement”) pursuant to which the Offeror and Caverion will cooperate to facilitate the completion of the Triton Offer, including with respect to making all required regulatory filings with the relevant competition and other authorities and obtaining all necessary clearances and approvals in connection with such filings.
RECOMMENDATION BY THE BOARD OF DIRECTORS OF CAVERION
As announced by Caverion on 23 March 2023, the Caverion Board expected to withdraw its recommendation for the Bain Capital Offer and instead recommend the Triton Offer, unless Bain Capital presented an offer that is at least equally favorable to the shareholders of Caverion as the Triton Offer no later than on 4 April 2023, which is when North Holdings 3 Oy’s right-to-match period expired under the combination agreement between North Holdings 3 Oy and Caverion. With no improvements having been announced to the terms of the Bain Capital Offer, the Caverion Board has today terminated the combination agreement with North Holdings 3 Oy and decided to withdraw its recommendation for the Bain Capital Offer and instead unanimously recommend that the holders of the Shares accept the Triton Offer.
The Caverion Board compared the Triton Offer Price with the considerations offered by Bain Capital (as adjusted), i.e. the EUR 7.80 per Share cash offer price payable in connection with completion of the Bain Capital Offer and the nominal principal amount of EUR 8.30 per Share of the alternative debt instrument that would become payable nine months after completion of the Bain Capital Offer. In comparing the two competing tender offers as a whole, including from financial and deliverability points of view and also taking into account anticipated timing and regulatory aspects, the economic incentives of the Offeror to complete the Triton Offer given that it will become Caverion’s largest shareholder after the completion of the agreed conditional purchases of Shares, as well as the relative risks relating to the offers, the Caverion Board considers the Triton Offer Price to be sufficiently higher than the considerations offered under the Bain Capital Offer to outweigh the relatively higher risks relating to the Triton Offer and, therefore, the Triton Offer to be more attractive to the shareholders than the Bain Capital Offer.
COOPERATION AGREEMENT BETWEEN THE OFFEROR AND CAVERION
The Offeror and Caverion have today entered into the Cooperation Agreement pursuant to which the Offeror and Caverion will assist and cooperate with each other to facilitate the completion of the Triton Offer, including with respect to making all required regulatory filings with the relevant competition and other authorities and obtaining all necessary clearances and approvals in connection with such filings.
Under the Cooperation Agreement, each of Caverion and the Offeror shall use their reasonable best efforts to do or cause to be done all reasonably required actions and to assist and cooperate with the other party in doing all things necessary or advisable to consummate the Triton Offer in accordance with its terms and conditions, including, for example, (i) the making of all required registrations and filings with relevant competition authorities in applicable jurisdictions, and with any other governmental entities or regulatory authorities (including any supplements or amendments thereto), in each case as reasonably required for the completion of the Triton Offer, and (ii) the obtaining of all necessary consents, approvals or waivers from third parties as and to the extent required for the completion of the Triton Offer in accordance with the terms and conditions of the Triton Offer. Furthermore, Caverion and the Offeror have undertaken to provide each other certain information that may be necessary for the purposes of the Triton Offer and/or the Cooperation Agreement.
The Cooperation Agreement includes certain customary undertakings by both parties, such as conduct of Caverion’s and each of its subsidiaries’ business in the ordinary course of business until the date of the settlements of the completion trades with respect to the Shares tendered in the Triton Offer or the termination of the Cooperation Agreement.
The Cooperation Agreement automatically expires on the earlier of the completion of the Triton Offer, and the date (if any) on which the Offeror publicly announces that it will (i) not complete the Triton Offer, (ii) allow the Triton Offer to lapse, or (iii) withdraw the Triton Offer. Both Caverion and the Offeror have the right to terminate the Cooperation Agreement with immediate effect in case the Caverion Board has decided to withdraw its recommendation pursuant to its mandatory fiduciary duties. Termination of the Cooperation Agreement shall not entail any liability for the terminating party, provided that the terminating party has otherwise complied with its obligations under the Cooperation Agreement.
(CONTINUA)