Haier Europe Appliances Holding B.V., Inside Information,
July 15, 2024, 9.15 a.m. EET
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 THIS TENDER
OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
HELSINKI, July 15,
2024 /PRNewswire/ --
- Haier Europe Appliances Holding B.V. ("Offeror") is
providing all shareholders of Purmo Group Plc ("Purmo" or
the "Company") a superior offer of EUR 13.68 for each Class C Share (as defined
below) and each Class F Share (as defined below) eligible for
conversion into a Class C Share, representing 22.7 percent premium
compared to the pending offer for each Class C Share other than the
Class C Shares held by Rettig Oy Ab by Project Grand Bidco (as
defined below). The offer price is EUR
8.28 for each Class F Share ineligible for conversion into a
Class C Share.
- The Offeror's indirect parent company, HSH (as defined below),
is a global leader in smart home solutions. HSH recorded revenue of
approximately EUR 33 billion in 2023,
and sees itself as well equipped to support Purmo's strategic
ambitions with financial resources, R&D (as defined below)
capabilities, and market access.
- HSH is keen to maintain Purmo as a thriving business unit
dedicated to providing sustainable indoor climate comfort solutions
in Europe within the HSH
ecosystem. HSH views Purmo as a highly attractive business
complementary to its existing assets globally offering a logical
extension of HSH's footprint in Europe.
- Before commencing the offer period, the Offeror is seeking the
support of the non-conflicted members of Purmo's Board of Directors
and shareholders and looking forward to engaging with Purmo's Board
of Directors on delivering a successful outcome to all Purmo
shareholders, employees and customers.
- The Tender Offer (as defined below) is currently expected to be
completed during the fourth quarter of 2024 or the first quarter of
2025, and the Offeror is not expecting any material substantive
issues affecting the completion of the Tender Offer.
The Offeror, a wholly-owned indirect subsidiary of Haier Smart
Home Co., Ltd. ("HSH"), hereby announces a voluntary public
all-cash tender offer for all the issued and outstanding class C
shares (the "Class C Shares") and all the issued and
outstanding class F shares (the "Class F Shares," and,
together with the Class C Shares, the "Shares" or,
individually, a "Share") in Purmo that are not held by Purmo
or any of its subsidiaries (the "Tender Offer"). The offer
price is EUR 13.68 per share for each
Class C Share and each Class F Share eligible for conversion into a
Class C Share validly tendered in the Tender Offer (the "Class C
Share Offer Price") and EUR 8.28
per share for each Class F Share ineligible for conversion into a
Class C Share validly tendered in the Tender Offer (the "Class F
Share Offer Price," and together with the Class C Share Offer
Price, the "Offer Prices").
Key Highlights and Summary of the Tender
Offer
- The Offeror offers EUR 13.68 in
cash for each Class C Share and Class F Share eligible for
conversion into a Class C Share validly tendered in the Tender
Offer. The offer price is EUR 8.28 in
cash for each Class F Share ineligible for conversion into a Class
C Share validly tendered in the Tender Offer, subject to any
adjustments as described below under "Tender Offer in
Brief-Offer Price."
- The total equity value of the Tender Offer is approximately
EUR 577 million.
- The Class C Share Offer Price represents a premium of:
- 82.4 percent compared to EUR
7.50, the undisturbed price of the Class C Share on Nasdaq
Helsinki Ltd ("Nasdaq Helsinki") on April
25, 2024, the day prior to Project Grand Bidco (UK) Limited
("Project Grand Bidco") initially announced its voluntary
public tender offer for all issued and outstanding Shares in Purmo
at EUR 9.91 per Class C Share;
- 95.2 percent compared to EUR
7.01, the three-month volume weighted average trading price
of the Class C Share on Nasdaq Helsinki prior to April 26, 2024;
- 103.9 percent compared to EUR
6.71, the six-month volume weighted average trading price of
the Class C Share on Nasdaq Helsinki prior to April 26, 2024; and
- 22.7 percent compared to EUR
11.15, being the cash consideration offered for each Class C
Share other than the Class C Shares held by Rettig Oy Ab under the
improved voluntary public tender offer for all issued and
outstanding shares in Purmo that Project Grand Bidco published on
June 14, 2024 (the "Project Grand
Bidco Offer").
- The completion of the Tender Offer is not expected to have any
immediate material effects on the business operations, assets, or
the position of the management or employees, of Purmo.
- The Offeror believes that the Tender Offer is a superior
alternative to the shareholders of Purmo as compared to the pending
Project Grand Bidco Offer. Those shareholders of Purmo who have
already accepted the Project Grand Bidco Offer are advised that
should they wish to withdraw their acceptance of the Project Grand
Bidco Offer, they will need to take action before the expiry of the
offer period under, and in accordance with the terms and conditions
of, the Project Grand Bidco Offer.
- Before commencing the offer period, the Offeror is seeking the
support of the non-conflicted members of Purmo's Board of Directors
and shareholders and looking forward to engaging with Purmo's Board
of Directors on delivering a successful outcome to all Purmo
shareholders, employees and customers. The commencement of the
Offeror's offer period is expected after the Offeror and Purmo
entering into a combination agreement, the non-conflicted members
of Purmo's Board of Directors recommending the Tender Offer and the
publication of the Tender Offer Document (as defined below).
- The financing for the Tender Offer and for the potential
compulsory redemption proceedings in accordance with the Finnish
Companies Act (624/2006, as amended, the "Finnish Companies
Act") has been secured through a committed bank facility. The
Offeror's obligation to complete the Tender Offer is not
conditional upon availability of financing.
- The Offeror expects to publish a tender offer document (the
"Tender Offer Document") with detailed information on the
Tender Offer on or about July 29,
2024. The offer period is expected to commence on or about
July 30, 2024, and to expire on or
about October 8, 2024, unless the
Offeror extends the offer period in order to satisfy the conditions
to completion of the Tender Offer, including, among others, receipt
of all necessary regulatory approvals, or discontinues the offer
period. The Tender Offer is currently expected to be completed
during the fourth quarter of 2024 or the first quarter of 2025.
- The Tender Offer is conditional upon the satisfaction or waiver
by the Offeror of certain customary conditions on or prior to the
Offeror's announcement of the final results of the Tender Offer
including, among others, that all necessary approvals by any
regulatory authorities have been received (or where applicable, the
relevant waiting periods have expired) and the Offeror having
gained control of more than 80 percent of the Shares and voting
rights in Purmo.
Commenting on the Tender Offer, Mr. Simon Huang, Head of Capital Markets,
Investment and Development, Vice President of HSH: "We strongly
believe that our offer is very attractive to all Purmo's
shareholders, providing a significant premium with respect to the
pending Project Grand Bidco Offer. We see Purmo as an exciting
platform poised for growth and look forward to leveraging the
complementarity of the businesses of HSH and Purmo. We are seeking
the support of Purmo's Board of Directors and shareholders and
looking forward to engaging with the Board of Directors on
delivering a successful outcome to all Purmo's shareholders,
employees and customers."
Commenting on the Tender Offer, Mr. Li Huagang,
Executive Director, Chief Executive Officer and Chairman of the
Board of HSH: "We would be very excited for the opportunity to
welcome Purmo to HSH and fully support the strategy and expansion
plans of Purmo. We are impressed by Purmo's robust management team
and excellent track record as indoor climate comfort solutions
provider. We see this acquisition as a key opportunity, which
complements our green development strategy and enhances our
production and distribution capabilities within Europe. We believe that HSH is an ideal
partner for Purmo and HSH's and Purmo's stakeholders benefit
significantly from our next steps for growth and
prosperity."
About the Offeror and HSH
The Offeror is a wholly-owned indirect subsidiary of HSH, the
publicly listed flagship of Haier Group Corporation. The Offeror is
a private limited liability company incorporated under the laws of
the Netherlands. HSH is a joint
stock company incorporated under the laws of the People's Republic of China. Founded in
1984, HSH is a leader in the global major home appliance industry.
Currently, HSH's business covers more than 200 countries and
regions around the world including China, North
America, Europe,
South Asia, Southeast Asia, Australia, New
Zealand, Japan,
Middle East and Africa. HSH is also a global pioneer in
providing smart home solutions comprising refrigerators, washing
machines, air conditioners, water heaters, and small home
appliances. In 2023, HSH generated revenue of approximately
EUR 33 billion and had over 110,000
employees. HSH's comprehensive brand portfolio includes globally
renowned brands such as Candy, GE Appliances, Fisher & Paykel,
Aqua, Leader, Casarte, and Haier. HSH is a part of Haier Group
Corporation headquartered in Qingdao,
China. HSH is listed on the stock exchanges of Shanghai, Hong
Kong, and Frankfurt.
More information on HSH is available at
www.smart-home.haier.com/en.
About Purmo
Purmo considers itself being at the center of the global
sustainability journey by offering full solutions and sustainable
ways of heating and cooling homes to mitigate global warming. Purmo
provides complete heating and cooling solutions to residential and
non-residential buildings, including underfloor heating and cooling
systems, a broad range of radiators, heat pumps, flow control and
hydronic distribution systems, as well as smart products. Purmo's
mission is to be the global leader in sustainable indoor climate
comfort solutions. Purmo's approximately 3,090 employees operate in
23 countries, manufacturing and distributing top-quality products
and solutions to our over 100,000 customers in more than 100
countries. Purmo's Class C Shares are listed on Nasdaq Helsinki
with the trading code PURMO.
More information on Purmo is available at
www.purmogroup.com.
Background and Strategic Rationale for the
Tender Offer
HSH believes that Purmo's business is compelling, and it would
complement and support HSH's strategy of offering sustainable
indoor climate comfort solutions to consumers globally. HSH
appreciates Purmo's leading position as a supplier of sustainable
indoor climate comfort solutions in Europe. HSH believes that it is well
positioned to share its engineering capabilities and global
resources with Purmo, and to help Purmo develop a comprehensive and
competitive product offering that will satisfy the growth potential
represented by the technological shift in the heating and cooling
solutions and further support prosperous development for all
stakeholders involved.
HSH would position Purmo as a platform poised for growth and
leverage the complementarity of their two businesses to maximize
research and development ("R&D") and market expansion
opportunities. HSH's approach is not predicated solely on cost
efficiency. Instead, HSH is keen to maintain Purmo as a thriving
business unit dedicated to providing sustainable indoor climate
comfort solutions in Europe within
the HSH ecosystem. HSH intends to maintain the current team of
senior management and employees as much as practicable and provide
further resources and incentive for the team to continue to grow
their career.
HSH considers itself an ideal partner to support Purmo's
long-term growth due to the following factors:
- Expanding European presence: Position Purmo as a
platform for growth, leveraging HSH's know-how to expand and
upgrade Purmo's product offering;
- Product & R&D expertise: Engineering
capabilities and R&D investments by HSH to leverage
manufacturing knowledge and empower Purmo to develop next
generation products, systems and solutions, and to grow Purmo's
distinct brand equity value in the industry;
- Demonstrated M&A track record: HSH has further grown
and established its presence in Europe since 2019, when it carried out
acquisition of the Candy-Hoover Group. According to HSH, the group
has since become one of the fast-growing home appliance companies
in Europe. HSH's track record in
international mergers and acquisitions shows that HSH can support
Purmo's growth within the HSH ecosystem, while still preserving
Purmo's distinct branding, industrial legacy and culture; and
- Shared vision for sustainability: HSH is determined to
pursue a green development strategy and strives to accomplish a
sustainable supply chain globally. This is supported by Purmo's
important role in Europe's
construction industry's transformation and energy saving
initiatives.
Tender Offer in Brief
The Offeror has undertaken to comply with the Helsinki Takeover
Code issued by the Finnish Securities Market Association (the
"Helsinki Takeover Code").
As at the date of this release, Purmo has a total of 42,677,930
issued shares, of which 41,112,713 are Class C Shares, all of which
are outstanding, and 1,565,217 Class F Shares, all of which are
outstanding and held by Virala Corporation. As at the date of this
release, the Offeror does not hold any Shares or votes in
Purmo.
The Offeror reserves the right to buy 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.
Offer Prices
The Class C Share Offer Price is EUR
13.68 in cash for each Class C Share and each Class F Share
eligible for conversion into a Class C Share validly tendered in
the Tender Offer, subject to any adjustments as set out below. The
Class F Share Offer Price is EUR 8.28
in cash for each Class F Share ineligible for conversion into a
Class C Share validly tendered in the Tender Offer, subject to any
adjustments as set out below.
The Class C Share Offer Price represents a premium of:
- 82.4 percent compared to EUR
7.50, the undisturbed price of the Class C Share on Nasdaq
Helsinki on April 25, 2024, the day
prior to Project Grand Bidco initially announced its voluntary
public tender offer for all issued and outstanding Shares in Purmo
at EUR 9.91 per Class C Share;
- 95.2 percent compared to EUR
7.01, the three-month volume weighted average trading price
of the Class C Share on Nasdaq Helsinki prior to April 26, 2024;
- 103.9 percent compared to EUR
6.71, the six-month volume weighted average trading price of
the Class C Share on Nasdaq Helsinki prior to April 26, 2024; and
- 22.7 percent compared to EUR
11.15, being the cash consideration offered for each Class C
Share other than the Class C Shares held by Rettig Oy Ab under the
improved Project Grand Bidco Offer published on June 14, 2024.
The Class C Share Offer Price has been determined based on
41,112,713 Class C Shares issued and outstanding and 293,478 Class
F Shares eligible for conversion into Class C Shares outstanding.
The Class F Share Offer Price has been determined based on
1,271,739 Class F Shares ineligible for conversion into Class C
Shares outstanding. Should the Company change the number of Shares
that are issued and outstanding as at the date hereof as a result
of a new share issue, reclassification, stock split (including a
reverse split) or any other similar transaction with dilutive
effect, or should the Company distribute a dividend or otherwise
distribute funds or any other assets to its shareholders (including
the payment of the second, third and fourth capital return
instalments, as applicable, based on the resolution of the general
meeting of shareholders of the Company on 9
April 2024), or if a record date with respect to any of the
foregoing occurs prior to the completion date of the Tender Offer,
the Offer Prices payable by the Offeror shall be amended
accordingly on a euro-for-euro basis.
Offer Period
The offer period under the Tender Offer is expected to commence
on or about July 30, 2024, and to
expire on or about October 8,
2024.
The Offeror reserves the right to extend the offer period from
time to time in accordance with, and subject to, the terms and
conditions of the Tender Offer and applicable laws and regulations,
in order to satisfy the conditions to completion of the Tender
Offer, including, among others, the receipt of all necessary
approvals, permits, consents, clearances or other actions,
including without limitation approvals required under applicable
competition laws, foreign direct investment laws, foreign subsidies
laws (or, where applicable, the expiry of relevant waiting periods)
by any competition authorities or other regulatory authorities for
the completion of the Tender Offer. The Tender Offer is currently
expected to be completed during the fourth quarter of 2024 or the
first quarter of 2025.
The Offeror reserves the right to discontinue the offer period
(i) should all the Conditions to Completion (as defined below)
be fulfilled or waived by the Offeror before the expiry of the
offer period and execute the sale and purchase of the Shares
validly tendered and not properly withdrawn in accordance with
terms and conditions of the Tender Offer, (ii) should a
competing public tender offer for the Shares be announced by a
third party during the offer period, (iii) should the pending
Project Grand Bidco Offer be further improved during the offer
period or (iv) should any of the Conditions to Completion
become incapable of satisfaction during the offer period.
The detailed terms and conditions of the Tender Offer as well as
instructions on how to accept the Tender Offer will be included in
the Tender Offer Document, which the Offeror expects to publish on
or about July 29, 2024.
Conditions to Completion of the Tender
Offer
The obligation of the Offeror to accept for payment the validly
tendered Shares, which have not been withdrawn in accordance with
the terms and conditions of the Tender Offer, and to complete the
Tender Offer, are subject to the fulfilment or, to the extent
permitted by applicable law, waiver by the Offeror of the following
conditions (the "Conditions to Completion") on or prior to
the date of the Offeror's announcement of the final result of the
Tender Offer in accordance with Chapter 11, Section 18 of the
Finnish Securities Market Act (746/2012, as amended, the
"Finnish Securities Market Act"):
(a) the Tender Offer has been validly accepted with
respect to the Shares representing, together with any other Shares
otherwise acquired by the Offeror prior to or during the offer
period, more than 80 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);
(b) the receipt of all necessary regulatory approvals,
such approval will be considered obtained where the relevant
regulatory authority has:
a. declined jurisdiction over or
communicated their intent not to investigate the Tender Offer;
or
b. explicitly granted clearance, either unconditionally or
subject to such conditions, commitments, undertakings or
modifications as the decision may specify, provided that the terms
of any conditions, commitments, undertakings or modifications are
in all respects satisfactory to the Offeror; or
c. become time barred from reviewing the transaction by
virtue of the expiry of any applicable waiting period under
applicable regulatory laws;
(c) the Offeror has not received information after the
date of this stock exchange release with respect to any previously
undisclosed effect that pertains to the period before the date of
this stock exchange release and constitutes or results in a
material adverse change;
(d) no information made public by the Purmo group or
disclosed by the Company to the Offeror (in each case, prior to the
date of this stock exchange release) being materially inaccurate,
incomplete, or misleading, and the Company not having failed to
make public any information that should have been made public by it
under applicable laws, including the rules of Nasdaq Helsinki Ltd,
provided that, in each case, the information made public, disclosed
or not disclosed or the failure to disclose information constitutes
a material adverse change;
(e) no legislation or other regulation has been issued and
no court or regulatory authority of competent jurisdiction has
given a decision or issued any regulatory action that would wholly
or in any material part prevent, postpone or frustrate the
completion of the Tender Offer;
(f) the Board of Directors of the Company, represented by
a quorum comprising the non-conflicted members of the Board of
Directors, has issued its recommendation for shareholders to accept
the Tender Offer and sell their Shares in the Tender Offer and the
recommendation remains in full force and effect and has not been
withdrawn, modified, cancelled, or amended (save for certain
permitted amendments); and
(g) the Offeror and the Company have entered into a
combination agreement, and the combination agreement has not been
terminated and remains in full force and effect and no event has
occurred that, with the passage of time, would give the Offeror the
right to terminate the combination agreement.
The Conditions to Completion set out above are exhaustive, and
for the avoidance of doubt, the completion of the Tender Offer is
not conditional upon a completion of a due diligence. The Offeror
may only invoke any of the Conditions to Completion so as to cause
the Tender Offer not to proceed, to lapse or to be withdrawn if the
circumstances which give rise to the right to invoke the relevant
Condition to Completion have a significant meaning to the Offeror
in view of the Tender Offer, as referred to in the regulations and
guidelines 9/2013 (Takeover bids and mandatory bids), as may be
amended or re-enacted from time to time, issued by the Finnish
Financial Supervisory Authority, and the Helsinki Takeover
Code.
Regulatory Approvals
The Offeror will, as soon as practically possible, make all
submissions, notifications and filings (or, where applicable, draft
notifications) required to obtain all necessary regulatory
approvals, permits, clearances and consents, including without
limitation approvals required under applicable foreign direct
investment laws and foreign subsidies laws as well as merger
control clearances (or, where applicable, the expiry of relevant
waiting periods) required under applicable competition laws or
other laws in any jurisdiction for the completion of the Tender
Offer.
Based on currently available information, the Offeror expects to
obtain such necessary regulatory approvals, permits, clearances and
consents and to complete the Tender Offer during the fourth quarter
of 2024 or the first quarter of 2025. The Offeror will use its
reasonable best efforts to obtain such regulatory approvals.
However, the length and outcome of the regulatory clearance process
is not within the control of the Offeror, and there can be no
assurances that clearance will be obtained within the estimated
timeframe, or at all. However, to the best of its knowledge, the
Offeror does not anticipate that there would be any material
substantive issues with respect to obtaining any such regulatory
approvals.
Financing
The Offeror's obligation to complete the Tender Offer is not
conditional upon availability of financing, assuming that all the
Conditions to Completion are otherwise satisfied or waived by the
Offeror.
The financing of the Tender Offer and for the potential
compulsory redemption proceedings in accordance with the Finnish
Companies Act has been secured through a committed bank facility,
as evidenced in the executed facility agreement entered into by the
Offeror and BNP Paribas as lender. The debt financing has been
committed on a customary European "certain funds" basis and has
been guaranteed by HSH.
Future Plans Concerning the Shares
The Offeror intends to acquire all the Shares. If, as a result
of the completion of the Tender Offer, the Offeror's ownership has
exceeded 90 percent of all the Shares and votes in the Company as
referred to under Chapter 18 Section 1 of the Finnish Companies
Act, the Offeror will commence as soon as reasonably possible the
compulsory redemption proceedings in accordance with the Finnish
Companies Act for all the Shares not purchased pursuant to the
Tender Offer. Should the ownership of the Offeror remain lower than
90 percent of the issued and outstanding shares and votes in Purmo
after completion of the Tender Offer, the Offeror would assess
alternatives to acquire the remaining shares in Purmo over time,
and it is possible that Purmo could become subject to certain
corporate transactions, including for example purchases of further
shares in Purmo after completion of the Tender Offer, divestments
or acquisitions of shares or other assets, share issuances, or a
statutory merger.
The Offeror reserves the right to waive any of the Conditions to
Completion that have not been fulfilled or are expected not to be
fulfilled, including to consummate the Tender Offer at a lower
acceptance level or otherwise despite the non-fulfillment of some
of the Conditions to Completion. The Offeror has not taken any
decisions on potential waiver of any of the Conditions to
Completion or relating to any transactions or actions that could be
undertaken following the completion of the Tender Offer.
Advisors
UBS AG Hong Kong Branch acts as financial advisor to the Offeror
in connection with the Tender Offer. In addition, the Offeror has
retained White & Case LLP as legal advisor to the Offeror in
connection with the Tender Offer, Clifford Chance LLP as legal
advisor in relation to regulatory approvals in connection with the
Tender Offer and Tekir Ltd as communication advisor.
Media Contact in Finland
Tiia
Tikkanen, Communications Consultant, Tekir Ltd
tiia.t@tekir.fi
+358 40 1693 706
Media and Investor Enquiries, HSH
Kathy Wang, Investor Relations
wangnan@haier.com
Information about the Tender Offer is made available at
www.hsh-offer.fi/en/.
For administrative questions regarding the Tender Offer, please
contact your bank or nominee where you have your Shares
registered.
Important Information
THIS 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.
THIS 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 RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION
OF AN OFFER TO SELL 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 THE TENDER OFFER OR ACCEPTANCE
THEREOF 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.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN
PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS
WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO
OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND
THE HELSINKI TAKEOVER CODE AND THE
INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE
BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH
THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders of Purmo in
the United States
The Tender Offer will be made for the issued and outstanding
shares in Purmo, which is domiciled in Finland, and is subject to Finnish disclosure
and procedural requirements. The Tender Offer is made in
the United States in compliance
with Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the applicable rules and
regulations promulgated thereunder, including Regulation 14E (in
each case, subject to any exemptions or relief therefrom, if
applicable) and otherwise in accordance with the disclosure and
procedural requirements of Finnish law, including with respect to
the Tender Offer timetable, settlement procedures, withdrawal,
waiver of conditions and timing of payments, which are different
from those of the United States.
The financial information included in this release has been
prepared in accordance with applicable accounting standards in
Finland and Switzerland, which may not be comparable to
the financial statements or financial information of U.S.
companies. Shareholders in the United
States are advised that the Shares are not listed on a U.S.
securities exchange and that Purmo is not subject to the periodic
reporting requirements of the Exchange Act and is not required to,
and does not, file any reports with the U.S. Securities and
Exchange Commission (the "SEC") thereunder.
The Tender Offer is made to Purmo's shareholders resident in
the United States on the same
terms and conditions as those made to all other shareholders of
Purmo to whom an offer is made. Any information documents,
including this release, are being disseminated to U.S. shareholders
on a basis comparable to the method that such documents are
provided to Purmo's other shareholders.
To the extent permissible under applicable law or regulations,
including Rule 14e-5 under the Exchange Act, the Offeror and its
affiliates or its brokers and its broker's affiliates (acting as
agents for the Offeror or its affiliates, as applicable) may from
time to time after the date of this release and during the pendency
of the Tender Offer, and other than pursuant to the Tender Offer
and combination, directly or indirectly, purchase or arrange to
purchase, the Shares or any securities that are convertible into,
exchangeable for or exercisable for such Shares. These purchases
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent
information about such purchases or arrangements to purchase is
made public in Finland, such
information will be disclosed by means of a stock exchange or press
release or other means reasonably calculated to inform U.S.
shareholders of Purmo of such information. In addition, the
financial advisers to the Offeror may also engage in ordinary
course trading activities in securities of Purmo, which may include
purchases or arrangements to purchase such securities. To the
extent required in Finland, any
information about such purchases will be made public in
Finland in the manner required by
Finnish law.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved the Tender Offer, passed upon the merits or
fairness of the Tender Offer, or passed any comment upon the
adequacy, accuracy or completeness of this release. Any
representation to the contrary is a criminal offence in
the United States.
The receipt of cash pursuant to the Tender Offer by a U.S.
holder of Shares may be a taxable transaction for U.S. federal
income tax purposes and under applicable U.S. state and local, as
well as foreign and other, tax laws. Each holder of Shares is urged
to consult its independent professional adviser immediately
regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Purmo's shareholders to enforce their
rights and any claims they may have arising under the U.S. federal
securities laws since the Offeror and Purmo are located in non-U.S.
jurisdictions and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. Purmo's
shareholders may not be able to sue the Offeror or Purmo or their
respective officers or directors in a non-U.S. court for violations
of the U.S. federal securities laws. It may be difficult to compel
the Offeror and Purmo and their respective affiliates to subject
themselves to a U.S. court's judgment.
Forward-looking Statements
This release contains statements that, to the extent they are
not historical facts, constitute "forward-looking statements."
Forward-looking statements include statements concerning plans,
expectations, projections, objectives, targets, goals, strategies,
future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to
acquisitions, competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development,
business strategy and the trends in the industries and the
political and legal environment and other information that is not
historical information. In some instances, they can be identified
by the use of forward-looking terminology, including the terms
"believes," "intends," "may," "will" or "should" or, in each case,
their negative or variations on comparable terminology. By their
very nature, forward-looking statements involve inherent risks,
uncertainties and assumptions, both general and specific, and risks
exist that the predictions, forecasts, projections and other
forward-looking statements will not be achieved. Given these risks,
uncertainties and assumptions, investors are cautioned not to place
undue reliance on such forward-looking statements. Any
forward-looking statements contained herein speak only as at the
date of this release.
Disclaimer
UBS AG Hong Kong Branch is a corporation licensed by the
Securities and Futures Commission of Hong
Kong to carry on Type 1 (dealing in securities), Type 4
(advising on securities), Type 6 (advising on corporate finance),
Type 7 (providing automated trading services) and Type 9 (asset
management) regulated activities under the Securities and Futures
Ordinance (Cap.571 of the laws of Hong
Kong). UBS AG Hong Kong Branch is acting exclusively for the
Offeror and no one else in connection with the Tender Offer or the
matters referred to in this document, will not regard any other
person (whether or not a recipient of this document) as its client
in relation to the Tender Offer and will not be responsible to
anyone other than the Offeror for providing the protections
afforded to its clients or for providing advice in relation to the
Tender Offer or any other transaction or arrangement referred to in
this document.
This information was brought to you by Cision
http://news.cision.com
The following files are available for download:
https://mb.cision.com/Main/23270/4014842/2915602.pdf
|
Haier Europe Appliances
Holding B.V. Announces a Voluntary Public Cash Tender Offer for all
Shares in Purmo
|
View original
content:https://www.prnewswire.co.uk/news-releases/inside-information-haier-europe-appliances-holding-bv-announces-a-voluntary-public-cash-tender-offer-for-all-shares-in-purmo-302196626.html