INISSION AB PUBLISHES MANDATORY PUBLIC TENDER OFFER FOR ALL SHARES
IN ENEDO PLC
Enedo Plc / Stock Exchange Release 1 August 2022
at 14:30
INISSION AB PUBLISHES MANDATORY PUBLIC
TENDER OFFER FOR ALL SHARES IN ENEDO PLC
Not to be published
or distributed, directly or indirectly, in
Australia, Canada, China, Hong Kong, Japan, New
Zealand, Singapore, South Africa or in the United States
or in any other jurisdiction where prohibited by
applicable law.
Inission AB ("Inission"), a North European
contract manufacturer listed on Nasdaq First North Growth Market
Stockholm, has on July 1, 2022, notified that Inission has
increased the ownership in Enedo to 80,43%. and has become obliged
to make a Mandatory public tender offer for the remaining
shares.
Inission has today notified that related to
increased ownership it has published the Mandatory public tender
offer for all shares in Enedo Plc.
More information on the Offer and related
transactions can be found in Inission’s release attached to this
stock exchange release.
Enedo’s Board will publish its view of the Offer
in accordance with the Finnish Securities Markets Act.
Olle Hulteberg, who is both Inission’s and
Enedo’s Chairman of the Board, and Fredrik Berghel, who is both
Inission’s and Enedo’s Board Member, have informed Enedo that they
will not participate in Enedo’s Board work until the end of the
tender offer process.
ENEDO PLC
Mikael Fryklund
President and CEO
For further information please contact Mr.
Mikael Fryklund, CEO, tel. +358 40 500 6864.
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
About Enedo
Enedo is a European designer and producer of
high-quality electronic power supplies and systems for critical
equipment even in the most demanding environments. Enedo´s mission
is to make electricity better – more reliable, more secure, more
energy efficient – and just right to fit its purpose. Enedo´s three
main product categories are Led Drivers, Power supplies and Power
Systems. In 2021 the group´s revenue was EUR 36,4 million. Enedo
has 330 employees, and its main functions are located in Finland,
Italy, Tunisia and USA. The group´s head office is in Finland and
parent company Enedo Oyj is listed on Nasdaq Helsinki Oy.
Attachment:
Inission AB / Release 1 August 2022 at 10:30
INISSION AB PUBLISHES MANDATORY PUBLIC
TENDER OFFER FOR ALL SHARES IN ENEDO PLC
Not to be published
or distributed, directly or indirectly, in
Australia, Canada, China, Hong Kong, Japan, New
Zealand, Singapore, South Africa or in the United States
or in any other jurisdiction where prohibited by
applicable law.
Inission AB ("Inission"), a North European
contract manufacturer listed on Nasdaq First North Growth Market
Stockholm, has on 1 July 2022 disclosed its duty to make a
mandatory public tender offer in accordance with Chapter 11,
Section 19 of the Finnish Securities Market Act (“Offer”) for all
the shares and securities entitling to the shares in Enedo Plc
("Enedo" or the "Company"), an international designer and producer
of high quality electronic power supplies and systems listed on
Nasdaq Helsinki, as a result of an acquisition of 21,113,257 shares
in Enedo from Joensuun Kauppa ja Kone Oy, Rausanne Oy, Soinitilat
Oy and 10 other major shareholders (“Selling Shareholders”) of the
Company for a purchase price of EUR 0.26 per share on 1 July 2022.
Inission owns currently altogether 55,113,257 Enedo shares
corresponding approximately to 80.43 per cent of all the shares and
related voting rights in the Company.
The cash consideration to be offered in the
mandatory public tender offer for each Enedo share validly tendered
in accordance with the terms and conditions of the Offer will be
EUR 0.26 (“Offer Price”). Alternatively, Inission will also offer a
share consideration whereby 0.086 new Inission Class B shares
listed on Nasdaq First North Growth Market Stockholm are offered
for each Enedo share validly tendered in accordance with the terms
and conditions of the Offer.
The Offer Price corresponds to the price agreed
with the Selling Shareholders when Inission acquired approximately
31 per cent of all the shares in Enedo from the Selling
Shareholders on 1 July 2022 in exchange for new Inission Class B
shares. The Offer Price is also the highest price paid by Inission
for any Enedo share during the six-month period preceding the date
when Inission became obligated to make the Offer. The closing price
of Enedo on Nasdaq Helsinki was EUR 0.27 on 30 June 2022, i.e. on
the last trading day preceding the date when Inission became
obligated to make the Offer.
The share exchange ratio to be used in the share
consideration alternative of the Offer is the same share exchange
ratio used with the Selling Shareholders when Inission acquired
their Enedo shares on 1 July 2022 in exchange for new Inission
Class B shares.
The closing price of Inission on Nasdaq First
North Growth Market Stockholm was SEK 32.50 (EUR 3.03) on 30 June
2022, i.e. on the last trading day preceding the date when Inission
became obligated to make the Offer.
Enedo has no other securities entitling to the
shares in Enedo which should be subject to the mandatory public
tender offer.
If Inission obtains more than 90 per cent of all
the shares and related voting rights in Enedo as a result of the
Offer, Inission will initiate mandatory redemption proceedings for
the remaining shares in accordance with the Finnish Companies Act
and, thereafter, Enedo will apply for delisting of its shares from
Nasdaq Helsinki.
Inission estimates there to be significant
untapped revenue, cost and financial synergies, which could be
materialized in the future, if it manages to take full ownership of
Enedo as a result of the Offer. The effect of the Offer on
Inission’s profit and financial position is limited by the fact
that Enedo already is Inission’s approximately 80.43 per cent owned
subsidiary and also depends on the rate of acceptance of the Offer
by Enedo shareholders and their preference for cash or share
consideration. If all remaining Enedo shareholders accept the cash
consideration in the Offer, the payment of the aggregate cash
purchase price amounts to approximately EUR 3.5 million (SEK 36.0
million) and has a corresponding effect on Inission’s net debt
position. The above amount corresponds to approximately EUR 0.17
(SEK 1.81) per each current Inission share. If all remaining Enedo
shareholders accept the share consideration in the Offer, the
respective new Class B shares in Inission represent approximately
5.45 per cent of all the shares and approximately 2.69 per cent of
all the voting rights in Inission.
Inission does not expect the execution of the
Offer to have any significant imminent effect on the business or
assets or the position of the management or other employees of
Inission or Enedo.
Pursuant to the Finnish Securities Markets Act
Section 22 of Chapter 11, the offer period in the mandatory tender
offer shall begin within a month from the publishing of the tender
offer. However, the Finnish Financial Supervisory Authority has
granted Inission an exemption to start the offer period by 15
September 2022. The offer period is expected to commence on or
about 8 September 2022 at 9:30 am (Finnish time) and expire on or
about 29 September 2022 at 4:00 pm (Finnish time) unless the offer
period is extended in accordance with the terms and conditions of
the Offer. The tender offer document is expected to be published on
or about 8 September 2022 including detailed instructions and terms
and conditions of the Offer.
Based on Inission’s understanding, the
completion of the Offer does not require approval from the
competition authorities.
Inission has sufficient financial arrangements
in place to carry out the Offer as far as the offer consideration
is paid in cash and the Board of Directors of Inission has been
authorised by the Annual General Meeting of Inission to issue a
sufficient number of new Class B shares in Inission to enable
Inission to carry out the Offer also as far as the offer
consideration is paid in new Class B shares in Inission.
Inission reserves the right to acquire shares in
the Company before the commencement of the offer period, during the
offer period and/or after the offer period of the Offer through
public trading on Nasdaq Helsinki or otherwise.
In the Offer Inission will comply with the
recommendation in accordance with Chapter 11, Section 28 of the
Finnish Securities Market Act on the procedures to be complied with
in public tender offers (Helsinki Takeover Code).
Jonver Capital Oy acts as the financial advisor
and Bird & Bird Attorneys Ltd. acts as the legal advisor to
Inission in the Offer.
Inission AB
THE BOARD OF DIRECTORS
For further information please
contact
Fredrik Berghel, CEO Inission+46 732 02 22
10fredrik.berghel@inission.com
About Inission
Inission is a profitable total supplier that
offers demanding industrial customers in the Nordic region complete
electronic and mechanical products of the highest quality.
Inission’s services cover the entire product life cycle, from
development and design to industrialization, volume production and
aftermarket. By combining this with logistics services and a
production based on high flexibility, customer adaptation and short
lead times, our offer becomes very competitive. Inission has
factories in Sweden, Finland, Norway and Estonia.
The revenue of Inission for the financial period
ended on 31 December 2021, was approximately SEK 1 003 million
(approximately EUR 94 million) and it employs approximately 520
people. Inission is listed on Nasdaq First North with Nordic
Certified Adviser AB (info@certifiedadviser.se, +46 707 94 90 73)
as a certified adviser. The company’s reports are filed under:
www.inission.com/investor-relations
Inission AB: reg.no./org.nr 556747-1890
Lantvärnsgatan 4,
652 21 Karlstad
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