Inside information: Onni Bidco Oy announces a voluntary recommended
public cash tender offer for all the shares in Innofactor Plc
Innofactor Plc
INSIDE
INFORMATION
July 22, 2024 at 9:05 a.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.
Inside information: Onni Bidco Oy
announces a voluntary recommended public cash tender offer for all
the shares in Innofactor Plc
- A fund
managed by the investment company CapMan Growth and Sami Ensio,
through the holding company Ensio Investment Group Oy controlled by
him, have formed a consortium for the purposes of the voluntary
recommended public cash tender offer by Onni Bidco Oy for all the
issued and outstanding shares in Innofactor Plc. Osprey Capital Oy
is part of the consortium as a co-investor.
- The
consortium believes that a private setting and the experience and
diverse resources of the leading Finnish growth investor CapMan
Growth, together with the founder, long-time CEO and board member
of Innofactor Plc, Sami Ensio, will provide the target company with
the best possible basis for further business development.
- The
consortium believes that the now announced cash tender offer
provides the shareholders of Innofactor Plc the opportunity to
realize the future potential of their holdings at an attractive
premium without the uncertainties and risks associated with growth
and market conditions.
- Following
the successful completion of the tender offer, Innofactor Plc would
continue to operate as an unlisted company, allowing for a greater
focus on customers, innovation and execution of the growth
strategy, as well as more flexible financing and M&A
possibilities.
Onni Bidco Oy (the “Offeror”),
a private limited liability company incorporated and existing under
the laws of Finland, that will be indirectly owned by a consortium
formed for the purposes of the Tender Offer (as defined below) of
CapMan Growth Equity Fund III Ky, a fund managed by the investment
company CapMan Growth, (“CapMan Growth”), Sami
Ensio, the founder, CEO and member of the Board of Directors of
Innofactor Plc, through the holding company Ensio Investment Group
Oy controlled by him, and the co-investor Osprey Capital Oy
(“Osprey Capital”) (CapMan Growth, Sami Ensio,
through the holding company Ensio Investment Group Oy controlled by
him, and Osprey Capital together, the
“Consortium”), hereby announces a voluntary
recommended public cash tender offer for all the issued and
outstanding shares in Innofactor Plc (“Innofactor”
or the “Company”) that are not held by Innofactor
or its subsidiaries (the “Shares” or,
individually, a “Share”) (the
“Tender Offer”).
The shareholders of Innofactor (other than
Innofactor or its subsidiaries) will be offered a cash
consideration of EUR 1.68 for each Share validly tendered in the
Tender Offer (the “Offer Price”).
The Board of Directors of Innofactor,
represented by a quorum comprising the non-conflicted members of
the Board of Directors who are not members of the Consortium and
thus without the participation of Sami Ensio in the evaluation or
decision-making process, has unanimously decided to recommend that
the shareholders of Innofactor accept the Tender Offer.
KEY HIGHLIGHTS AND SUMMARY OF THE TENDER
OFFER
- On July
22, 2024, the Offeror and Innofactor entered into a combination
agreement (the “Combination Agreement”) pursuant
to which the Offeror will make the Tender Offer for all the Shares
in Innofactor. CapMan Growth and Sami Ensio (through the holding
company controlled by him) together with Osprey Capital have formed
the Consortium for the purposes of the Tender Offer, which will
indirectly own the Offeror following the completion of the Tender
Offer.
- The Offer Price is EUR 1.68 in cash for each Share validly
tendered in the Tender Offer, subject to any adjustments as set out
in the section “The Tender Offer in Brief” below.
- The Offer
Price represents a premium of approximately:
- 49.3
percent compared to the closing price of EUR 1.125 of the Share on
Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on July
19, 2024, the last trading day immediately preceding the
announcement of the Tender Offer;
- 39.4
percent compared to EUR 1.21, i.e. the one-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer;
- 31.5
percent compared to EUR 1.28, i.e. the three-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer;
- 30.8
percent compared to EUR 1.28, i.e. the six-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer; and
- 37.4
percent compared to EUR 1.22, i.e. the twelve-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer.
- The
Tender Offer values Innofactor’s total equity at approximately EUR
60.1 million.
- The Board of Directors of
Innofactor, represented by a quorum comprising the non-conflicted
members of the Board of Directors who are not members of the
Consortium, has unanimously decided to recommend that the
shareholders of Innofactor accept the Tender Offer. The
recommendation is supported by a fairness opinion provided by HLP
Corporate Finance Oy. The decision-making rationale of the Board of
Directors of Innofactor is described in more detail below under
section “Recommendation by the Board of Directors of
Innofactor”.
- The
Consortium believes that the experience and versatile resources
offered by CapMan Growth combined with Sami Ensio’s company and
industry knowledge will provide the Consortium exceptional
operational experience and expertise to further develop and ensure
the continuity of the operations of Innofactor.
- The
completion of the Tender Offer is not expected to have any
immediate material impact on the operations, or the position of the
management or employees, of Innofactor. However, as is customary,
the Offeror intends to change the composition of the Board of
Directors of Innofactor after the completion of the Tender
Offer.
- Sami
Ensio has irrevocably undertaken, subject to certain customary
conditions, to accept the Tender Offer in respect of the Shares
held and controlled by him (excluding certain Shares received as
board remuneration, which are subject to a lock-up resolved by the
General Meeting and shall only become subject to the sale
commitment if the lock-up restriction is waived or is no longer
applicable) which represent approximately 21.8 percent of the
Shares and votes in Innofactor (approximately 22.2 percent of the
Shares including the Shares subject to the lock-up
restriction).
- Sami Ensio may withdraw from the
Tender Offer following a competing offer, provided that such
competing offer has an offer price at least 100 percent higher than
the Offer Price, and provided further that such competing offer (i)
is not subject to any outstanding due diligence, (ii) benefits from
financing on certain funds basis, and (iii) has been approved by
the Finnish Financial Supervisory Authority, as applicable. This
withdrawal right shall be available to Sami Ensio only if he has
complied with, inter alia, certain exclusivity obligations binding
upon him and given his consent to increase the Offer Price to match
or exceed such higher offer price, but CapMan Growth has not
confirmed to Sami Ensio within a certain period of time that CapMan
Growth agrees to increase the Offer Price.
- The Offeror has secured the
financing required to finance the Tender Offer at completion in
accordance with its terms and conditions, compulsory redemption
proceedings, if any, in accordance with the Finnish Companies Act
(624/2006, as amended, the “Finnish Companies
Act”), and the possible payment of a termination fee by
the Offeror. 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 August 5, 2024. The offer period
under the Tender Offer is expected to commence on or about August
5, 2024, and to expire on or about September 16, 2024, unless the
Offeror extends the offer period in order to satisfy the conditions
to completion of the Tender Offer. The Tender Offer is currently
expected to be completed at the end of the third quarter or in the
beginning of the fourth quarter of 2024.
- The
completion of the Tender Offer is subject to 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 approvals by all necessary
competition authorities and other regulatory authorities have been
received (or regulatory waiting periods have expired, as the case
may be) and the Offeror having gained control of more than 90
percent of the Shares and votes in Innofactor on a fully diluted
basis calculated in accordance with Chapter 18, Section 1 of the
Finnish Companies Act.
Commenting on the Tender Offer, Antti
Kummu, Founding Partner of CapMan Growth:
“We are pleased to be able to launch the
Tender Offer for Innofactor and, once completed, to
strengthen the Company’s position as a leading Nordic promoter of
the modern digital organization. Sami Ensio, together with his
skilled team, has done a remarkable job for Innofactor’s growth,
internationalization and brand awareness. We look forward to
working with Sami’s team, under whose leadership the Company has
achieved its position as the key provider of solutions and
expertise in the Microsoft ecosystem in the Nordic region. As a
strategic partner, CapMan Growth provides the Company with
extensive experience in developing IT service companies and a range
of resources to accelerate Innofactor’s growth strategy,
particularly through acquisitions, as well as a stable and secure
domestic owner for the demanding Nordic customer base.”
Commenting on the Tender Offer, Sami
Ensio, main shareholder of Innofactor and member of the
Consortium:
“Since the Company was founded, we have
focused on developing digital services, first in Finland and in
recent years in all Nordic countries. We have also managed to
attract nearly 600 IT professionals to join Innofactor. With the
completion of the Tender Offer announced today, Innofactor would
continue to operate as an unlisted company, allowing for greater
focus on customers, innovation and execution of the growth
strategy, as well as more flexible financing possibilities. I have
acted as the CEO of Innofactor during its almost 15 years as a
listed company and, in my view, while being a listed company has
brought about many positive things to Innofactor, it has also
limited Innofactor’s growth and profit potential due to, among
others, increased reporting obligations and low liquidity in
Shares. After careful consideration and exploring a wide range of
options, I believe that the current Tender Offer, supported by
CapMan Growth, is the best option for Innofactor‘s future and its
existing shareholders. I am very committed to continuing to lead
the Company and to executing its growth strategy.”
Commenting on the Tender Offer, Anna
Lindén, Chair of the Board of Directors of Innofactor and Chair of
the composition formed by the quorate and non-conflicted members of
the Board Of Directors:
“We have carefully considered a number of
factors when evaluating the Tender Offer and have decided to enter
into a customary combination agreement with the Consortium. We
believe that it is in the best interests of shareholders to launch
the Tender Offer. In addition, in our view, the role of
Innofactor’s founder and CEO Sami Ensio in the Consortium will
ensure Innofactor’s cultural continuity under the support of CapMan
Growth.”
ABOUT THE CONSORTIUM
CapMan Growth is a leading Finnish growth
investor making significant investments in entrepreneur-led growth
companies, with the aim of further developing them together with
the entrepreneurs and the operative management. CapMan Growth
brings expertise in a wide range of areas, including growth
management, organizational development, mergers and acquisitions
and international networks. CapMan Growth’s investor base consists
mainly of Finnish institutional investors and successful Finnish
entrepreneurs including several founders of CapMan Growth’s
portfolio companies. CapMan Plc, listed on Nasdaq Helsinki, is one
of the oldest private equity investors in the Nordic countries,
with over EUR 5 billion in assets under management. CapMan Growth
Equity III Ky is CapMan Growth's third fund and was established in
March 2024.
Sami Ensio founded Innofactor in 2000 and has
since then acted as the CEO and on the Board of Directors of the
Company. He has thus accumulated exceptional experience and
knowledge in the operations and target market of Innofactor. The
Shares held and controlled by Sami Ensio represent in aggregate
approximately 22.2 percent of the Shares and votes in Innofactor.
Ensio Investment Group Oy, through which Sami Ensio indirectly
participates in the Tender Offer, is a holding company controlled
by him and his family members.
Osprey Capital is an investment company owned by
Timo Larjomaa, Senior Advisor at CapMan Growth, and his family,
founded in 2014 and investing in software, IT and healthcare
companies and private equity funds.
CapMan Growth and Sami Ensio (through the
holding company controlled by him) together with Osprey Capital
form the Consortium for the purposes of the Tender Offer. As at the
date of this announcement, the Offeror is indirectly owned by Onni
Topco Oy, a private limited liability company incorporated under
the laws of Finland. Onni Topco Oy was incorporated to be the
holding company in the acquisition structure and is currently owned
by CapMan Growth. Following the completion of the Tender Offer,
CapMan Growth is expected to own approximately 52.4 percent, Ensio
Investment Group Oy approximately 42.6 percent and Osprey Capital
approximately 5.0 percent of the shares in Onni Topco Oy.
ABOUT INNOFACTOR
Innofactor is the leading promoter of the modern
digital organization in the Nordic countries for its approximately
1,000 customers in the commercial and public sectors. Innofactor
has the widest solution offering and leading know-how in the
Microsoft ecosystem in the Nordics. Innofactor’s offering includes
planning services for business-critical IT solutions, project
deliveries, implementation support and maintenance services, as
well as own software and services. Innofactor employs nearly 600
experts in Finland, Sweden, Denmark and Norway.
BACKGROUND AND STRATEGIC
RATIONALE
The Consortium believes that Innofactor’s
current status as a listed company limits its growth potential.
Among other things, the increasing reporting obligations do not
allow the Company and its management to focus sufficiently on
business development in addition to which operating as a listed
company ties up resources and incurs significant additional costs.
The Company also has low liquidity in shares, which limits
effective price formation thus making it difficult to raise equity
financing from the market to support growth.
Operating as an unlisted company would provide
Innofactor with several significant advantages, including more
flexible access to financing and M&A opportunities, a stronger
focus on customers, innovation and execution of the growth
strategy, and more competitive incentives for management and
employees, facilitating the recruitment of key personnel.
CapMan Growth, focusing on domestic growth
investments, offers its extensive experience and resources as a
strategic partner to Innofactor. In particular, CapMan Growth can
support the Company in developing its Nordic operations, improving
profitability outside of Finland and accelerating its growth
strategy through acquisitions. Furthermore, together with Osprey
Capital, it will provide a good and stable owner for a demanding
Nordic customer base.
The completion of the Tender Offer is not
expected to have any immediate material impact on the operations,
or the position of the management or employees, of Innofactor.
However, as is customary, the Offeror intends to change the
composition of the Board of Directors of Innofactor after the
completion of the Tender Offer. Sami Ensio is intended to continue
as the CEO of Innofactor also after the completion of the Tender
Offer.
THE TENDER OFFER IN BRIEF
The Offeror and Innofactor have on July 22, 2024
entered into the Combination Agreement pursuant to which the
Offeror will launch the Tender Offer. A summary of the Combination
Agreement has been provided below under the section “The
Combination Agreement”.
The Consortium, the Offeror and Innofactor have
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 announcement, Innofactor
has 36,343,691 issued shares, of which 35,789,319 are outstanding
Shares and 554,372 are held in treasury.
As at the date of this announcement, the
7,936,804 Shares held and controlled by Sami Ensio represent
approximately 22.2 percent of the Shares and votes in Innofactor.
As at the date of this announcement, neither the Offeror, CapMan
Growth nor Osprey Capital holds any Shares in Innofactor.
The Offeror reserves the right to acquire 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.
The Offer Price
The Offer Price is EUR 1.68 in cash for each
Share validly tendered in the Tender Offer, subject to any
adjustments as set out below.
The Offer Price represents a premium of
approximately:
- 49.3
percent compared to the closing price of EUR 1.125 of the Share on
Nasdaq Helsinki on July 19, 2024, the last trading day immediately
preceding the announcement of the Tender Offer;
- 39.4
percent compared to EUR 1.21, i.e. the one-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer;
- 31.5
percent compared to EUR 1.28, i.e. the three-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer;
- 30.8
percent compared to EUR 1.28, i.e. the six-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer; and
- 37.4
percent compared to EUR 1.22, i.e. the twelve-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately
preceding the announcement of the Tender Offer.
The Offer Price has been determined based on
35,789,319 Shares. Should the Company change the number of its
Shares as a result of a new issue, reclassification, stock split
(including a reverse split) or any other measure with dilutive
effect, or should the Company declare or distribute any dividends
or in any other manner distribute or transfer value to its
shareholders, or if a record date with respect to any of the
foregoing occurs after the date hereof and prior to any settlement
of the Tender Offer, the Offer Price payable by the Offeror shall
be adjusted accordingly on a euro-for-euro basis.
The Offer Period
The offer period under the Tender Offer is
expected to commence on or about August 5, 2024, and to expire on
or about September 16, 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 regulatory approvals, permits, clearances,
consents or other actions (or, where applicable, the expiry of
relevant waiting periods) required under applicable competition
laws or other regulatory laws in any relevant jurisdiction for the
completion of the Tender Offer. The Tender Offer is currently
expected to be completed at the end of the third quarter or in the
beginning of the fourth quarter of 2024.
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 August 5, 2024.
Recommendation by the Board of Directors
of Innofactor
The Board of Directors of Innofactor,
represented by a quorum comprising the non-conflicted members of
the Board of Directors who are not members of the Consortium and
thus without the participation of Sami Ensio in the evaluation or
decision-making process, has unanimously decided to recommend that
the shareholders of Innofactor accept the Tender Offer. The Board
of Directors will issue its statement on the Tender Offer in
accordance with the Finnish Securities Markets Act (746/2012, as
amended, the “Finnish Securities Markets Act”)
before the commencement of the offer period and it will be appended
to the Tender Offer Document. The Board of Directors of Innofactor
has received a fairness opinion, dated July 21, 2024, from HLP
Corporate Finance Oy to the effect that, the consideration to be
offered to shareholders in the Tender Offer was, at the date of the
fairness opinion, fair from a financial point of view to the
holders of Shares (excluding Sami Ensio and members of the
Consortium), which fairness opinion was based on and subject to the
assumptions made, procedures followed, matters considered and
limitations and qualifications on the review undertaken as more
fully described in such opinion. The fairness opinion of HLP
Corporate Finance Oy was provided in support of the Board of
Directors’ assessment of the Tender Offer. The complete fairness
opinion will be attached to the statement of the Board of Directors
of Innofactor.
Sami Ensio is participating in the Tender Offer
as a member of the Consortium and, thus, has not participated in
any consideration of the implications or decision-making of the
Tender Offer by the Board of Directors or in any decision-making
concerning the recommendation of the Board of Directors or the
Combination Agreement.
Prior to issuing its recommendation, the Board
of Directors of Innofactor has, in accordance with Chapter 1,
Section 8 of the Finnish Companies Act, confidentially investigated
strategic opportunities for the Company together with its exclusive
financial advisor Advium Corporate Finance Ltd., by, inter alia,
approaching several other parties to enquire about their interest
in Innofactor and to evaluate possible alternatives that would be
better than the Tender Offer. These alternatives have included, for
instance, remaining as an independent company, other strategic
arrangements affecting the business operations of the Company, such
as divestment of business operations and discovery of parties
possibly interested in the Company. In connection with this
confidential investigation, the Board of Directors of Innofactor
has, together with the exclusive financial advisor, approached
several other parties considered to be potential and, prior to the
half-yearly report for January – June (Q2/2024) being released,
received three non-binding offers or preliminary indications of
interest regarding the Company or certain of its business
operations, where in one of the non-binding indicative offers, EUR
1.86 per Share has been indicatively offered for the Shares in the
Company, conditional to, inter alia, a customary due diligence
review. The Board of Directors of Innofactor has also received a
non-binding offer for one significant part of its business
operations. The above-mentioned non-binding offers and preliminary
indications of interest, including the non-binding indicative offer
with the higher offer price, required, inter alia, the largest
shareholder to commit to support such transaction and take part in
such transaction, which commitment, to the understanding of the
Board of Directors of Innofactor, would not be available (also
taking into consideration the conditions restricting the largest
shareholder from withdrawing from the Tender Offer following a
competing offer), thereby making, to the understanding of the Board
of Directors of Innofactor, the above-mentioned non-binding
indicative offers and preliminary indications of interest,
including the non-binding indicative offer with the higher offer
price, unfeasible due to their terms. After evaluating other
strategic opportunities of the Company and the feasibility of the
received non-binding offers and preliminary indications of
interests, including the above-mentioned non-binding indicative
offer with the higher offer price, the Board of Directors of
Innofactor, represented by a quorum comprising the non-conflicted
members of the Board of Directors of Innofactor who are not members
of the Consortium, considers that alternative arrangements better
than the Tender Offer are currently not available. When evaluating
other non-binding offers and preliminary indications of interest,
the Board of Directors of Innofactor has considered, inter alia,
the feasibility of these non-binding offers and preliminary
indications of interest, including, inter alia, any conditions
requiring the support of the Company's largest shareholder. The
Board of Directors of Innofactor has carefully evaluated the
conditions to completion, risks and uncertainties associated with
such alternatives and has concluded that the other non-binding
offers and preliminary indications of interest received by the
Company are not such that the Board of Directors of Innofactor
would consider them likely to be able proceed to completion,
considering in particular the requirement for the support of the
largest shareholder. In addition to these factors, the Board of
Directors of Innofactor has in its assessment taken into
consideration that especially the aforementioned non-binding
indicative offer with the higher offer price was submitted to the
Company prior to the half-yearly report for January – June
(Q2/2024) being released, thereby, in the view of the Board of
Directors of Innofactor, rendering such offer incomparable due to
its differing premise.
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, shall be subject to the
fulfillment or, to the extent permitted by applicable law, waiver
by the Offeror of the following conditions (jointly 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 Markets 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 ninety (90) percent of the
Shares and voting rights in the Company calculated on a fully
diluted basis and otherwise in accordance with Chapter 18 Section 1
of the Finnish Companies Act;
(b) the receipt of all
necessary regulatory approvals, such approval will be considered
obtained where the relevant regulatory authority has:
(i) declined
jurisdiction over or communicated their intent not to investigate
the Tender Offer; or
(ii) 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
(iii) become time barred from reviewing the
transaction by virtue of the expiry of any applicable waiting
period under applicable regulatory laws;
(c) no material adverse change
has occurred on or after the date of the Combination Agreement;
(d) the Offeror has not
received information after the date of the Combination Agreement
previously undisclosed to it that constitutes or results in 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
or postpone 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 unanimous
recommendation that the holders of the Shares accept the Tender
Offer and tender their Shares in the Tender Offer and the
recommendation remains in full force and effect and has not been
withdrawn, modified, cancelled, or amended (excluding, however, any
technical modifications or change of the recommendation required
under applicable laws or the Helsinki Takeover Code as a result of
a competing offer or otherwise, so long as the recommendation to
accept the Tender Offer is upheld); and
(g) 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 herein are
exhaustive. 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), issued by the Finnish Financial Supervisory
Authority and the Helsinki Takeover Code. The Offeror reserves the
right to waive, to the extent permitted by applicable laws and
regulations, any of the Conditions to Completion that have not been
fulfilled, including the implementation of the Tender Offer at a
lower acceptance level or otherwise despite some other Conditions
to Completion having not been fulfilled. The Offeror will announce
such waiver through a stock exchange release as required by the
terms and conditions of the Tender Offer and applicable laws and
regulations. If all Conditions to Completion have been fulfilled or
the Offeror has waived the requirements for the fulfilment of all
or some of them no later than at the time of announcement of the
final results of the Tender Offer, the Offeror will consummate the
Tender Offer in accordance with its terms and conditions after the
expiration of the offer period by purchasing the Shares validly
tendered in the Tender Offer and paying the Offer Price to the
shareholders that have validly accepted the Tender Offer in
accordance with the terms and conditions of the Tender Offer.
Regulatory Approvals
The Offeror will, as soon as possible, make all
submissions, notifications and filings (and draft filings where
customary or appropriate) necessary to obtain all necessary
regulatory approvals, permits, clearances, consents or other
actions, including without limitation competition clearances, (or,
where applicable, the expiry of relevant waiting periods) required
under applicable competition laws or other regulatory laws in any
relevant jurisdiction for the completion of the Tender Offer.
Based on currently available information, the
Offeror expects to obtain such necessary regulatory approvals,
permits, clearances, consents and other actions during the offer
period. The Offeror will use its reasonable efforts to obtain such
regulatory approvals. However, the length and outcome of the
competition clearance and other regulatory approval processes is
not within the control of the Offeror, and there can be no
assurances that clearance will be obtained within the estimated
timeframe, if at all.
Financing
The Offeror has received equity commitments, as
evidenced in equity commitment letters addressed to the Offeror.
The Offeror has also entered into a debt financing arrangement made
available under a facilities agreement with a reputable Nordic
bank. The financing agreed under the facilities agreement has been
obtained on standard European “certain funds” basis, and the
availability of debt financing is subject only to the following
limited conditions: (i) no event of default relating to
non-payment, breach of certain major undertakings or statements,
cross default, certain insolvency proceedings (or certain similar
proceedings), unlawfulness or repudiation and rescission of certain
agreements is continuing or would result from the drawdown of the
loan; (ii) no event of illegality in respect of granting the loan,
no major changes in the ownership of the Offeror having occurred;
and (iii) the delivery to the lender of certain customary documents
and certifications that are prerequisites to the drawdown and are
within the control of the Offeror. 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).
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 ninety (90) percent of all the
Shares and votes in Innofactor, when calculated together with any
Shares otherwise held by the Offeror prior to the date of the
announcement of the final result of the Tender Offer, the Offeror
will commence as soon as reasonably practicable compulsory
redemption proceedings in accordance with the Finnish Companies Act
for all the Shares not purchased pursuant to the Tender Offer.
Thereafter, the Offeror will apply for the shares in Innofactor to
be delisted from Nasdaq Helsinki, as soon as permitted and
reasonably practicable under the applicable laws and regulations
and the rules of Nasdaq Helsinki.
The Combination Agreement
The Combination Agreement between Innofactor and
the Offeror sets forth the principal terms under which the Offeror
will make the Tender Offer.
Under the Combination Agreement, the Board of
Directors of Innofactor may, at any time prior to the completion of
the Tender Offer, withdraw, modify, cancel, change or amend its
recommendation and take actions contradictory to the
recommendation, including by way of deciding not to issue its
recommendation for the shareholders of Innofactor to accept the
Tender Offer, but only if the Board of Directors of Innofactor
determines in good faith due to any event, condition, circumstance,
development, occurrence, change, effect or fact (any such item an
“Effect”) occurring after the date of the
Combination Agreement or an Effect occurring prior to the date of
the Combination Agreement of which the Board of Directors of the
Company was not aware as at the date of the Combination Agreement,
after receiving advice from reputable external legal counsel and
financial advisor(s) and after consultation with the Offeror, that
such action with respect to its recommendation is required for the
Board of Directors of the Company to comply with its mandatory
fiduciary duties towards the holders of the Shares under Finnish
laws and regulations (including the Helsinki Takeover Code) (such
duties referred to as the “Fiduciary Duties”),
provided that the Board of Directors of the Company has (i)
promptly notified the Offeror of its intention to take such
contemplated actions, (ii) in good faith provided the Offeror with
an opportunity to negotiate with the Board of Directors about
matters arising from the changed circumstances in view of the
Tender Offer, (iii) given the Offeror at least seven (7) business
days from the date of informing the Offeror of the intention to
take such contemplated actions to enhance the terms and conditions
of the Tender Offer or to take other actions to remedy or mitigate
the circumstances giving rise to such contemplated actions, and
(iv) taken such enhanced terms and conditions of the Tender Offer,
if any, into consideration when resolving upon such contemplated
actions with respect to the recommendation.
If such an action by the Board of Directors of
the Company is connected to another tender offer or an offer for a
merger or other strategic arrangement which the Board of Directors
of the Company has determined in good faith to constitute a
superior offer if made public, the Board of Directors of the
Company may withdraw, modify, cancel, change or amend or take
actions contradictory to its recommendation provided that the Board
of Directors of the Company has (i) complied with its obligations
in the Combination Agreement to not solicit competing transactions,
(ii) informed the Offeror that the Board of Directors has
determined that such competing offer would, if announced,
constitute a superior offer, and otherwise has notified the Offeror
of the Company’s receipt of the competing offer with reasonably
detailed information, (iii) in good faith given the Offeror an
opportunity to negotiate with the Board of Directors of the Company
about matters arising from the competing offer, (iv) given the
Offeror at least five (5) business days from (x) the Offeror having
in writing been informed of the competing offer and its material
terms or (y) such competing offer having been publicly announced
such that it becomes a superior Offer, to allow the improvement of
the terms of the Tender Offer.
The Company has committed that it shall, and
shall cause its subsidiaries, officers, directors, employees and
representatives, (a) not to, directly or indirectly, actively
solicit any inquiries or any proposal or offer that constitutes, or
would reasonably be expected to lead to, any competing offer or
otherwise harm or hinder the completion of the Tender Offer, (b)
not to support, agree to, provide information for, or endorse any
competing offer, or enter into any discussion or agreements
concerning any competing offer, unless such competing offer
satisfies certain conditions required under the Combination
Agreement for a superior competing offer; (c) to cease and cause to
be terminated any possible discussions, negotiations or other
activities related to any competing offer conducted prior to the
signing date of the Combination Agreement; (d) not to, upon receipt
of a competing offer, directly or indirectly, facilitate or promote
the progress of such competing offer, unless the Board of Directors
of the Company determines in good faith, after taking advice from
reputable external legal counsel and financial advisor(s), that
such measures are required in order for the Board of Directors of
the Company to comply with its fiduciary duties (and only to the
extent necessary for the fulfilment of the fiduciary duties).
The Combination Agreement further includes
certain customary representations, warranties and undertakings by
both parties, such as conduct of Innofactor’s and each of its
subsidiaries’ business in all material respects in the ordinary
course of business until the earlier of the date of the settlements
of the completion trades with respect to the Shares tendered in the
Tender Offer or the termination of the Combination Agreement in
accordance with its terms and use of reasonable best efforts by the
parties to do, or cause to be done, and to assist and cooperate
with the other party in doing, all things necessary or advisable to
consummate the Tender Offer and the transactions contemplated by
the Combination Agreement.
The Combination Agreement may be terminated and
the transactions contemplated in the Combination Agreement
abandoned by the Company or the Offeror in certain circumstances,
including, among others, if a final, non-appealable injunction or
other order issued by any court of competent jurisdiction or other
final, non-appealable legal restraint or prohibition preventing the
consummation of the Tender Offer has taken effect after the date of
the Combination Agreement and continues to be in effect or upon a
material breach of any warranty or undertaking given by the Company
or the Offeror. If the Combination Agreement is terminated due to
certain reasons specified in the Combination Agreement, the Offeror
has in certain situations agreed to reimburse expenses incurred by
the Company up to the maximum amount of EUR 1,250,000 and the
Company has in certain situations agreed to reimburse expenses
incurred by the Offeror up to the maximum amount of EUR
1,250,000.
ADVISERS
The Offeror has appointed Carnegie Investment
Bank AB (publ), Finland Branch as financial adviser, Roschier,
Attorneys Ltd. as legal adviser and Miltton Ltd as communication
adviser. Innofactor has appointed Advium Corporate Finance Ltd. as
an exclusive financial adviser, Krogerus Attorneys Ltd as legal
adviser and Kreab Oy as communication adviser.
INVITATION TO A WEBCAST HELD BY THE
CONSORTIUM ON JULY 22, 2024 AT 11:00 A.M. (EEST)
The Consortium invites shareholders of
Innofactor, analysts and media to attend a webcast briefing on the
Tender Offer, including a Q&A session, today, July 22, 2024, at
11:00 a.m. (EEST). The presentation will be in Finnish. Link to
webcast: https://miltton.fluxmedia.live. Participants may submit
questions in writing during the event through a message platform
available in the webcast.
More information is available on website at:
https://innofactor.tenderoffer.fi/en/
Investor and media
enquiries:
Innofactor
Tero Lehtinen (Kreab), tero.lehtinen@kreab.com,
+358 50 384 8308
Iida Suominen (Innofactor), ir@innofactor.com,
+358 40 716 7173
Lasse Lautsuo (Innofactor), ir@innofactor.com,
+358 50 480 1597
The Consortium
Antti Kummu, CapMan Growth, +358 50 432 4486
Media
press.contact@miltton.com
+358 45 788 51840
Distribution
NASDAQ Helsinki
Main media
IMPORTANT INFORMATION
THIS ANNOUNCEMENT 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 ANNOUNCEMENT IS NOT A TENDER OFFER DOCUMENT
AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A
SALES OFFER. IN PARTICULAR, THIS ANNOUNCEMENT 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.
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 LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS
NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF
THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY
(INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR
ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER
OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE,
MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED
ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY
FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS ANNOUNCEMENT 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 ANNOUNCEMENT
HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Information for shareholders of
Innofactor in the United States
Shareholders of Innofactor in the United States
are advised that the Shares are not listed on a U.S. securities
exchange and that Innofactor is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934,
as amended (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 will be made for the issued and
outstanding shares of Innofactor, which is domiciled in Finland,
and is subject to Finnish disclosure and procedural requirements.
The Tender Offer is made in the United States pursuant to Section
14(e) and Regulation 14E under the Exchange Act, subject to the
exemption provided under Rule 14d-1(c) under the Exchange Act, for
a Tier I tender offer, 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. In particular, the
financial information included in this announcement has been
prepared in accordance with applicable accounting standards in
Finland, which may not be comparable to the financial statements or
financial information of U.S. companies. The Tender Offer is made
to Innofactor’s shareholders resident in the United States on the
same terms and conditions as those made to all other shareholders
of Innofactor to whom an offer is made. Any informational
documents, including this announcement, are being disseminated to
U.S. shareholders on a basis comparable to the method that such
documents are provided to Innofactor’s other shareholders.
To the extent permissible under applicable law
or regulations, the Offeror and its affiliates or its brokers and
its brokers’ affiliates (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time after the date of
this stock exchange release and during the pendency of the Tender
Offer, and other than pursuant to the Tender Offer, directly or
indirectly purchase or arrange to purchase Shares or any securities
that are convertible into, exchangeable for or exercisable for
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 press release or other means reasonably
calculated to inform U.S. shareholders of Innofactor of such
information. In addition, the financial adviser to the Offeror may
also engage in ordinary course trading activities in securities of
Innofactor, 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 the
disclosure in relation to the Tender Offer. 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 advisers
immediately regarding the tax and other consequences of accepting
the Tender Offer.
To the extent the Tender Offer is subject to
U.S. securities laws, those laws only apply to U.S. holders of
Shares and will not give rise to claims on the part of any other
person. It may be difficult for Innofactor’s shareholders to
enforce their rights and any claims they may have arising under the
U.S. federal securities laws, since the Offeror and Innofactor 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. Innofactor shareholders may not be able to sue the
Offeror or Innofactor 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 Innofactor and
their respective affiliates to subject themselves to a U.S. court’s
judgment.
Forward-looking statements
This announcement 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
announcement.
Disclaimer
Carnegie Investment Bank AB (publ), which is
authorised and regulated by the Swedish Financial Supervisory
Authority (Finansinspektionen), is acting through its Finland
Branch (“Carnegie”). The Finland branch is
authorised by the Swedish Financial Supervisory Authority and
subject to limited regulation by the Finnish Financial Supervisory
Authority (Finanssivalvonta). Carnegie is acting exclusively for
the Offeror and no one else in connection with the Tender Offer and
the matters set out in this announcement. Neither Carnegie nor its
affiliates, nor their respective partners, directors, officers,
employees or agents are responsible to anyone other than the
Offeror for providing the protections afforded to clients of
Carnegie, or for giving advice in connection with the Tender Offer
or any matter or arrangement referred to in this announcement.
Advium Corporate Finance Ltd. is acting
exclusively on behalf of Innofactor and no one else in connection
with the Tender Offer or other matters referred to in this
document, does not consider any other person (whether the recipient
of this release or not) as a client in connection to the Tender
Offer, and is not responsible to anyone other than Innofactor for
providing protection or providing advice in connection with the
Tender Offer or any other transaction or arrangement referred to in
this document.
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