(Información remitida por la empresa firmante)
Caverion Corporation Tender offer 13 April 2023 at 6.35 p.m. EEST
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 13, 2023 /PRNewswire/ — On January 10, 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 (as adjusted for the dividend distribution resolved by the Annual General Meeting of Caverion on March 27, 2023) is EUR 8.75 in cash for each Share validly tendered in the Tender Offer (the “Offer Price”) in accordance with the terms and conditions of the Tender Offer. The Offeror has published a tender offer document, dated March 7, 2023, concerning the Tender Offer and supplements to the tender offer document, dated March 14, 2023 and April 4, 2023 (the tender offer document as supplemented with the aforementioned supplement documents, the “Tender Offer Document”). The offer period under the Tender Offer commenced on March 8, 2023 at 9:30 a.m. (Finnish time) and expires on May 17, 2023 at 4:00 p.m. (Finnish time), unless the offer period is extended or discontinued.
The Offeror announced on March 14, 2023 by way of a stock exchange release that it had agreed on conditional share purchases concerning 27,294,529 Shares in aggregate. The Offeror has on April 11, 2023 and April 12, 2023 completed conditional share purchases concerning 19,657,644 Shares in aggregate. The Offeror’s total shareholding in Caverion immediately following the completion of said conditional share purchases is approximately 24.3 percent of all outstanding shares (excluding treasury shares), making the Offeror the largest shareholder in Caverion. The remaining conditional share purchases concern 7,636,885 Shares in aggregate, representing in total approximately 5.6 percent of all outstanding shares in the Company in aggregate (excluding treasury shares). The completion of the remaining conditional share purchases is subject to obtaining approval relating to foreign direct investment control in the remaining relevant jurisdiction. Based on currently available information, the Offeror expects that it will obtain said approval and complete the remaining conditional share purchases during the second quarter of 2023. Such remaining conditional share purchases pending completion will, once completed, further increase the Offeror’s total shareholding in Caverion to approximately 29.9 percent of all outstanding shares (excluding treasury shares).
The Finnish Financial Supervisory Authority has today approved a third supplement to the Tender Offer Document (the “ThirdSupplement Document”). The Third Supplement Document relates to the completion of conditional share purchases by the Offeror, as described above. In addition, the Third Supplement Document relates to stock exchange releases published by Caverion and the Offeror on April 5, 2023 in which it was announced that:
the Board of Directors of Caverion has unanimously decided to recommend that the holders of the Shares accept the Tender 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 (the “Bain Capital Offer”);
the Board of Directors of Caverion has decided to terminate the combination agreement between Caverion and North Holdings 3 Oy relating to the Bain Capital Offer; and
the Offeror and Caverion have on April 5, 2023 entered into a cooperation agreement pursuant to which the Offeror and Caverion will cooperate to facilitate the completion of the Tender Offer.
The Third Supplement Document is attached as Appendix 1 to this release.
The Finnish language version of the Third Supplement Document will be available on the internet at www.triton-offer.com/fi and www.danskebank.fi/caverion as of April 13, 2023. The English language translation of the Third Supplement Document will be available on the internet at www.triton-offer.com and www.danskebank.fi/caverion-en as of April 13, 2023. In the event of any discrepancy between the two language versions of the Third Supplement Document, the Finnish language version shall prevail.
Distribution:
Nasdaq Helsinki, key media, www.caverion.com
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 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.
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