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MANDATORY PUBLIC TENDER OFFER BY SYMPHONY TECHNOLOGY II-A, L.P., WILL COMMENCE ON 15 AUGUST 2011


August 12, 2011 - London

Aldata Solution Oyj
STOCK EXCHANGE RELEASE
12 August 2011 at 3.15 p.m. (EET)

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

 

 

MANDATORY PUBLIC TENDER OFFER BY SYMPHONY TECHNOLOGY II-A, L.P., WILL COMMENCE ON 15 AUGUST 2011

 

As announced by Aldata Solution Oyj (Aldata) on 28 June 2011, the ownership of Symphony Technology II-A, L.P. (Symphony), a limited partnership managed by Symphony Technology Group, LLC, and its group companies has exceeded 30 per cent of the shares and voting rights in Aldata. Symphony is therefore making a mandatory public tender offer to purchase all issued and outstanding shares and option rights in Aldata that are not owned by Aldata or its subsidiaries or already owned by Symphony (Tender Offer).

 

The offer period of the Tender Offer commences on 15 August 2011 at 9.30 a.m. (EET) and expires on 9 September 2011 at 4.00 p.m. (EET), unless extended or discontinued in accordance with its terms and conditions. The completion of the Tender Offer is subject to the receipt of necessary regulatory approvals. The Tender Offer is not conditional on reaching a certain ownership limit.

 

Symphony has announced that the Financial Supervisory Authority has today approved the tender offer document relating to the Tender Offer.

 

Information about availability of the tender offer document and the complete terms and conditions of the Tender Offer are included in Symphony's announcement of 12 August 2011 which is enclosed to this stock exchange release as Appendix 1.

 

The non-conflicted members of the Board of Directors of Aldata will give a statement regarding the Tender Offer in accordance with the Finnish Securities Markets Act within the time limit set out therein.

 

 

Helsinki, August 12, 2011

 

Aldata Solution Oyj
Board of Directors

 

 

Further information:
Pertti Ervi, Vice Chairman of the Board, +358 50 538 1410

 

 

About Aldata
Aldata is a global leader in retail and distribution optimization. Our software and service solutions help retailers, distributors and manufacturers dramatically improve their business performance. We optimize categories, space, supply, logistics, and consumer engagement to increase our customers' revenue and margins, reduce time, cost and waste, and enhance on-shelf availability, service, and retention.
Founded in 1988, Aldata has an unparalleled track record of delivering successful projects for the world's largest retail and consumer brands, national wholesale and distribution organizations, and regional store chains. Aldata Solution is a public company quoted on NASDAQ OMX Helsinki Ltd with the identifier ALD1V.
Discover more about Aldata's customers, our solutions, and the multi-skilled global team that supports them at www.aldata.com

 

Distribution:
NASDAQ OMX Helsinki Ltd
Media

 

 

Appendix 1: ANNOUNCEMENT BY SYMPHONY TECHNOLOGY GROUP

 

SYMPHONY TECHNOLOGY II-A, L.P. RELEASE  12 AUGUST 2011 AT 1:00 PM

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

 

SYMPHONY TECHNOLOGY II-A, L.P. WILL COMMENCE THE MANDATORY PUBLIC TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN ALDATA SOLUTION OYJ ON 15 AUGUST 2011

 

As announced on 26 July 2011, Symphony Technology II-A, L.P. ("Symphony"), a limited partnership managed by Symphony Technology Group, LLC, makes a mandatory public tender offer for all of the issued and outstanding shares and option rights in Aldata Solution Oyj ("Aldata") that are not owned by Aldata or its subsidiaries or already owned by Symphony (the "Tender Offer").

 

The price offered for each share validly tendered in the Tender Offer is EUR 0.61 in cash (the "Share Offer Price"). The Share Offer Price represents a premium of approximately 32.6 per cent compared to the closing price of the Shares on NASDAQ OMX Helsinki Ltd. ("NASDAQ OMX Helsinki") on 23 June 2011, the last trading day preceding the triggering of the mandatory offer obligation, a premium of approximately 25.0 per cent compared to the volume-weighted average trading price of the Shares on NASDAQ OMX Helsinki during the three (3) month period preceding the triggering of the mandatory offer obligation and a premium of approximately 18.2 per cent compared to the volume-weighted average trading price during the six (6) month period preceding the triggering of the mandatory offer obligation. The price offered for the option rights shall be paid in cash and is as follows: EUR 0.01 for option rights 2008A, EUR 0.19 for option rights 2008B-F and EUR 0.01 for option rights 2008G.

 

Symphony currently owns approximately 41.4 per cent of all the shares and voting rights in Aldata.

 

The acceptance period under the Tender Offer commences on 15 August 2011 at 9:30 am Finnish time and expires on 9 September 2011 at 4:00 pm Finnish time. Symphony reserves the right to extend the acceptance period in accordance with the terms and conditions of the Tender Offer.

 

The Finnish Financial Supervisory Authority has today approved the offer document relating to the Tender Offer (the "Offer Document"). The Offer Document will be available from 15 August 2011 onwards on the internet at www.unitedbankers.fi., at the office of UB Securities Ltd. ("UB Securities") at Aleksanterinkatu 21 A, FI-00100 Helsinki, Finland (3rd floor), and at the office of NASDAQ OMX Helsinki Ltd. at Fabianinkatu 14, FI-00130 Helsinki.

 

Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the related acceptance form, to their customers who are registered as shareholders in the shareholders' register of Aldata and, as regards option rights that have been registered in the book-entry system, to their customers who are holders of such option rights and registered in the optionholders' register of Aldata. As regards option rights that have not been registered in the book-entry system, UB Securities will send a notification of the Tender Offer, including instructions and the relevant acceptance form, to holders of such option rights who are registered in the optionholders' register of Aldata. The acceptance must be given in accordance with the instructions and within the time limits provided by the relevant book-entry account operator or UB Securities.

 

Shareholders and/or holders of option rights who do not receive such notification from their book-entry account operator, asset manager, or UB Securities can contact UB Securities (tel. +358 9 2538 0229) where such shareholders and holders of option rights will receive all necessary information and can give their acceptance. A shareholder and/or a holder of option rights of Aldata whose shareholdings and/or option rights are registered in the name of a nominee and who wishes to accept the Tender Offer shall affect such acceptance in accordance with the nominee's instructions.

 

The obligation of Symphony to accept the shares and option rights validly tendered and to complete the Tender Offer will be subject to the receipt of all necessary regulatory approvals, permits and consents, including competition clearances, on terms acceptable to Symphony. Symphony reserves the right to complete the Tender Offer even if said condition to completion would not be fulfilled.

 

Symphony may, as permitted under Finnish law, acquire Aldata shares also outside the Tender Offer at a price not exceeding the Share Offer Price of EUR 0.61 per share, as well as option rights at a price not exceeding the option right offer price of EUR 0.01 for each option right 2008A, EUR 0.19 for each option right 2008B-F and EUR 0.01 for each option right 2008G.

 

Symphony will announce the preliminary result of the Tender Offer on or about the first Finnish banking day following the expiry of the acceptance period or, if applicable, the extended acceptance period, and will announce the final result of the Tender Offer on or about the third Finnish banking day following the expiry of such acceptance period. The announcement of the final result will confirm the percentage of the shares and option rights that have been validly tendered and whether the Tender Offer will be completed.

 

The detailed terms and conditions of the Tender Offer have been enclosed in their entirety as an annex to this release (Annex 1).

 

Roschier, Attorneys Ltd. acts as Symphony's legal advisor in connection with the Tender Offer. UB Securities acts as the arranger of the Tender Offer.

 

Symphony Technology II-A, L.P.

 

For further information, please contact:

 

William Chisholm, Symphony Technology Group, tel. +1 650 935 9531

 

For more information about Symphony Technology Group, please visit: www.symphonytg.com

 

THIS RELEASE MUST NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR NEW ZEALAND. THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS 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.

 

Annex 1: TERMS AND CONDITIONS OF THE TENDER OFFER

 

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THESE TERMS AND CONDITIONS OR 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. 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, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR NEW ZEALAND. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR NEW ZEALAND.

 

  1. TERMS AND CONDITIONS OF THE TENDER OFFER 

The following sets forth the terms and conditions of the Tender Offer. Capitalized terms appearing in these terms and conditions of the Tender Offer which are not defined herein have the meanings ascribed to such terms in the Tender Offer Document.

 

1.1 Object of the Tender Offer 

 

Pursuant to the terms and conditions set forth below, the Offeror offers to acquire all of the issued and outstanding Shares in the Company and all of the issued and outstanding Option Rights in the Company that are not owned by the Company or its subsidiaries or already owned by the Offeror.

 

According to the terms and conditions of the Option Rights, the Option Rights are freely transferable, when the relevant share subscription period has begun. The Board of Directors of Aldata may, as an exception to the above, permit the transfer of an Option Right before such date, provided that the reason is justifiable from the Company's perspective. Further, in case of a mandatory tender offer, Option Right holders shall be entitled to use their right of subscription by virtue of the Option Right within a period of time determined by the Board of Directors, and the Board of Directors may also grant to Option Right holder a right to offer his/her Option Rights for redemption irrespective of the beginning of the share subscription period. The share subscription period has not, at the date of this Tender Offer Document, begun for Option Rights 2008D, 2008E and 2008F, and such Option Rights can thus not be tendered into the Tender Offer unless and until the Board of Directors of Aldata grants a permission to tender the Option Rights into the Tender Offer.

 

In the event that, prior to the expiry of the Offer Period, a holder of Option Rights subscribes for shares in the Company in accordance with the terms and conditions of such Option Rights, such Option Right holder may, during the Offer Period, tender the shares so subscribed for by virtue of such Option Rights into the Tender Offer after the shares subscribed for have been registered in the subscriber's book-entry account.

 

1.2 Offer Price

 

The Share Offer Price for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 0.61 in cash.

 

The Option Right Offer Price for each Option Right validly tendered in accordance with the terms and conditions of the Tender Offer shall be paid in cash and is as follows: EUR 0.01 for option rights 2008A; EUR 0.19 for option rights 2008B; EUR 0.19 for option rights 2008C; EUR 0.19 for option rights 2008D; EUR 0.19 for option rights 2008E; EUR 0.19 for option rights 2008F; and EUR 0.01 for option rights 2008G.

 

1.3 Offer Period

 

The Offer Period commences on 15 August 2011 at 9:30 am (Finnish time) and expires on 9 September 2011 at 4:00 pm (Finnish time), unless the Offer Period is extended as set forth below.

 

The Offeror may extend the Offer Period at any time. The Offeror will give notice of the possible extension of the Offer Period by a press release at the latest on 9 September 2011. The Offeror will give notice of a possible extension of an already extended Offer Period at the latest on the first Finnish banking day following the expiry of the extended Offer Period.

 

If the Offeror extends the Offer Period, the Offer Period will expire on the date and at the time to which the Offeror extends the Offer Period unless the extended Offer Period is discontinued as set forth below. The maximum duration of the Offer Period (including any extended Offer Period) is ten (10) weeks. If, however, the condition to completion of the Tender Offer has not been fulfilled due to pending merger control proceedings (as provided in standard 5.2c issued by the FSA), the Offeror may extend the duration of the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had reasonable time to consider the situation in question. In this case, the Offeror shall announce a new expiration date no less than (2) weeks prior to the date of expiration of any extended Offer Period.

 

Should the Offeror discontinue the extended Offer Period, the Offeror will announce its decision thereon as soon as possible after such decision has been made and in any case at least one (1) week before the expiry of the extended Offer Period to be discontinued. If the Offeror discontinues the extended Offer Period, the extended Offer Period will expire on such earlier date and at the time indicated in such announcement made by the Offeror.

 

1.4 Condition to completion of the Tender Offer

 

The obligation of the Offeror to accept the Shares and Option Rights validly tendered and to complete the Tender Offer shall be subject to the fulfilment or, to the extent permitted by applicable law, waiver by the Offeror of the following condition ("Condition to Completion") on or prior to the date of Offeror's announcement of the final result of the Tender Offer:

 

  • the receipt of all necessary regulatory approvals, permits and consents, including competition clearances, on terms acceptable to the Offeror.

 

An exemption is required from the FSA in case the Tender Offer is not completed due to the fact that the Condition to Completion is not fulfilled.

 

The Offeror reserves the right to waive, to the extent permitted by applicable law, the Condition to Completion which has not been fulfilled.

 

1.5 Obligation to increase the Tender Offer or to pay compensation

 

The Offeror reserves the right to acquire Shares outside of the Tender Offer in public trading on NASDAQ OMX Helsinki or otherwise at a price not exceeding the Share Offer Price of EUR 0.61.

 

If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Finnish Securities Market Act acquires, before the expiry of the Offer Period, Shares or Option Rights at a higher price than the Share Offer Price or the Option Right Offer Price or otherwise at terms that are more favourable than those of the Tender Offer, the Offeror must according to Chapter 6, Section 13 of the Finnish Securities Market Act amend the terms and conditions of the Tender Offer to correspond to those of such acquisition (obligation to increase the offer). The Offeror shall then, without delay, make public the triggering of such obligation to increase the offer and pay, in connection with the payment of the Share Offer Price and the Option Right Offer Price, the difference between the consideration paid in such acquisition made at more favourable terms and the consideration offered in the Tender Offer.

 

If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Finnish Securities Market Act acquires, during the nine (9) months following the expiry of the Offer Period, Shares or Option Rights in Aldata at a higher price than the Share Offer Price or the Option Right Offer Price or otherwise on terms that are more favourable than those of the Tender Offer, the Offeror must according to Chapter 6, Section 13 of the Finnish Securities Market Act compensate those holders of securities who have accepted the Tender Offer for the amount equal to the difference between the acquisition on more favourable terms and the consideration offered in the Tender Offer (obligation to compensate). The Offeror shall then, without delay, make public the triggering of the obligation to compensate and pay the difference between the consideration paid in such acquisition at more favourable terms and the consideration offered in the Tender Offer within one month after the triggering of such obligation to the holders of securities who have accepted the Tender Offer.

 

According to Chapter 6, Section 13, Subsection 5 of the Finnish Securities Market Act, the obligation to compensate shall, however, not be triggered in case the payment of a higher price than the Share Offer Price or the Option Right Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Finnish Securities Market Act has not offered to acquire Shares or Option Rights on terms that are more favourable than those of the Tender Offer before or during the arbitral proceedings.

 

1.6 Withdrawal Rights

 

The acceptance of the Tender Offer is binding and cannot be withdrawn unless otherwise stipulated in applicable legislation (Chapter 6, Section 8 of the Finnish Securities Market Act).

 

1.7 Acceptance Procedure of the Tender Offer

 

Shares

 

Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the related acceptance form to their customers who are registered as shareholders in the shareholders' register of the Company. Shareholders who do not receive such notification from their book-entry account operator or asset manager can contact UB Securities (tel. +358 9 2538 0229) where such shareholders shall receive all necessary information and can give their acceptance.

 

A shareholder in the Company whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee's instructions.

 

Pledged Shares may only be tendered with the consent of the relevant pledgee. The obtaining of such consent shall be the responsibility of the relevant shareholder in the Company.

 

A shareholder in the Company who is registered as a shareholder in the shareholders' register of the Company and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder's book-entry account in accordance with its instructions and within the time limit set by the account operator or, in the case such account operator does not accept acceptance forms (e.g. Euroclear Finland Ltd. ("Euroclear")), such shareholder shall contact UB Securities (tel. +358 9 2538 0229) to give his/her acceptance to tender the Shares. The acceptance form shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of the relevant account operator. The method of delivery of acceptance forms is at the shareholder's option and risk, and the delivery will be deemed made only when actually received by such account operator or UB Securities.

 

By accepting the Tender Offer, the shareholders of the Company authorize UB Securities or the account operator managing the shareholder's book-entry account to sell the Shares to the Offeror in accordance with the terms and conditions of the Tender Offer.

 

A shareholder may accept the Tender Offer only unconditionally and in relation to all of its Shares registered on the relevant book-entry account in accordance with the terms and conditions of the Tender Offer. The Offeror may reject any partial tender of the Shares.

 

A shareholder that has validly accepted the Tender Offer may not sell or otherwise dispose of its tendered Shares unless otherwise provided by mandatory law. A transfer restriction in respect of the Shares will be registered in the relevant book-entry account after a shareholder has submitted the acceptance for the Tender Offer. If the Tender Offer is not completed, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the announcement that the Tender Offer will not be completed.

 

Shares that have not been transferred into the book-entry system

 

In order to tender Shares that have not been transferred to the book-entry system, the relevant holder shall, prior to tendering such Shares, transfer them to the book-entry system through the shareholder's own account operator or asset manager. The holder of such Shares must in this context convey the share certificates evidencing such Shares and present evidence of title to such Shares.

 

Option Rights that are in the book-entry system

 

2008B, 2008C and 2008D Option Rights ("Registered Option Rights") have been registered in the book-entry system. Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the related acceptance form to their customers entered in the Company's optionholders' register who are holders of Registered Option Rights. Holders of Registered Option Rights who do not receive such notification from their book-entry account operator or asset manager can contact UB Securities (tel. +358 9 2538 0229) where such holders of Registered Option Rights shall receive all necessary information and can give their acceptance.

 

A holder of Registered Option Rights whose holdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee's instructions.

 

Pledged Registered Option Rights may only be tendered with the consent of the relevant pledgee. The obtaining of such consent shall be the responsibility of the relevant holder of Registered Option Rights.

 

A holder of Registered Option Rights who is registered in the optionholders' register of the Company and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the Registered Option Right holder's book-entry account in accordance with its instructions and within the time limit set by the account operator or, in the case such account operator does not accept acceptance forms (e.g. Euroclear), such holder of Registered Option Rights shall contact UB Securities (tel. +358 9 2538 0229) to give his/her acceptance to tender the Registered Option Rights. The acceptance form shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of the relevant account operator. The method of delivery of acceptance forms is at the Registered Option Right holder's option and risk, and the delivery will be deemed made only when actually received by such account operator or UB Securities.

 

By accepting the Tender Offer, the holders of Registered Option Rights of the Company authorize UB Securities or the account operator managing the Registered Option Right holder's book-entry account to sell the Registered Option Rights to the Offeror in accordance with the terms and conditions of the Tender Offer.

 

A holder of Registered Option Rights may accept the Tender Offer only unconditionally and in relation to all of its assignable Registered Option Rights registered on the relevant book-entry account in accordance with the terms and conditions of the Tender Offer. The Offeror may reject any partial tender of the assignable Registered Option Rights.

 

A holder of Registered Option Rights that has validly accepted the Tender Offer may not sell or otherwise dispose of its tendered Registered Option Rights unless otherwise provided by mandatory law. A transfer restriction in respect of the Registered Option Rights will be registered in the relevant book-entry account after a holder of Registered Option Rights has submitted the acceptance for the Tender Offer. If the Tender Offer is not completed, the transfer restriction registered on the tendered Registered Option Rights in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the announcement that the Tender Offer will not be completed.

 

Option rights that are not in the book-entry system

 

2008A, 2008E, 2008F and 2008G Option Rights ("Non-Registered Option Rights") have not been registered in the book-entry system. UB Securities will send a notification of the Tender Offer, including instructions and the relevant acceptance form, to all holders of Non-Registered Option Rights entered in the optionholders' register of the Company. Holders of Non-Registered Option Rights who do not receive such notification from UB Securities can contact UB Securities (tel. +358 9 2538 0229).

 

A holder of Non-Registered Option Rights registered in the optionholders' register of the Company and wishing to accept the Tender Offer shall submit the properly completed and duly executed acceptance form to UB Securities in accordance with its instructions and within the time limit set by UB Securities. The acceptance form shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of UB Securities. The method of delivery of acceptance forms is at the option and risk of a holder of Non-Registered Option Rights, and the delivery will be deemed made only when actually received by UB Securities.

 

By accepting the Tender Offer, the holders of Non-Registered Option Rights of the Company authorize UB Securities to sell the Non-Registered Option Rights to the Offeror in accordance with the terms and conditions of the Tender Offer.

 

A holder of Non-Registered Option Rights may accept the Tender Offer only unconditionally and in relation to all of its assignable Option Rights in accordance with the terms and conditions of the Tender Offer. The Offeror may reject any partial tender of the assignable Non-Registered Option Rights.

 

A holder of Non-Registered Option Rights that has validly accepted the Tender Offer may not sell or otherwise dispose of its tendered Non-Registered Option Rights unless otherwise provided by mandatory law.

 

1.8 Announcement of the Result of the Tender Offer

 

The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period, and the final result of the Tender Offer on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period. The announcement of the final result will confirm (i) the percentage of the Shares and Option Rights that have been validly tendered, and (ii) whether the Tender Offer will be completed.

 

1.9 Terms of Payment and Settlement of Shares

 

The sale and purchase of the Shares validly tendered in accordance with the terms and conditions of the Tender Offer will be executed on the Closing Date, which shall be no later than four (4) Finnish banking days following the expiry of the Offer Period, or if the Offer Period has been extended, the expiry of the extended Offer Period. The sale and purchase of the Shares will take place on NASDAQ OMX Helsinki or as OTC trades outside of NASDAQ OMX Helsinki.

 

Settlement will be effected on or about the third (3rd) Finnish banking day following the Closing Date (the "Settlement Date"). The payment of the Share Offer Price will be deposited on the Settlement Date into the bank account connected to the shareholder's book-entry account or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form. If the bank account of a tendering shareholder is with a different banking institution than such holder's book-entry account, the Share Offer Price will be paid, in accordance with the schedule of money transactions between banking institutions, to the shareholder's bank account so that it is on the shareholder's bank account approximately two (2) Finnish banking days following the Settlement Date, at the latest.

 

The Offeror reserves the right to postpone the payment of the Share Offer Price if payment is prevented or suspended due to a force majeure event, but shall immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

 

1.10 Terms of Payment and Settlement of Option Rights

 

The sale and purchase of the Option Rights validly tendered in accordance with the terms and conditions of the Tender Offer will be executed no later than seven (7) Finnish banking days following the expiry of the Offer Period, or if the Offer Period has been extended, the expiry of the extended Offer Period. The sale and purchase of the Option Rights will take place outside of NASDAQ OMX Helsinki.

 

Settlement will be effected on the same day as the sale and purchase of the Option Rights, i.e. no later than seven (7) Finnish banking days following the expiry of the Offer Period, or if the Offer Period has been extended, the expiry of the extended Offer Period ("Option Right Settlement Date"). The payment of the Option Right Offer Price will be deposited on the Option Right Settlement Date into the bank account specified in the acceptance form. If the bank account of a tendering holder of Option Rights is with a different banking institution than UB Securities, the Option Right Offer Price will be paid, in accordance with the schedule of money transactions between banking institutions, to the bank account of the holder of Option Rights so that it is on the bank account of the holder of Option Rights approximately two (2) Finnish banking days following the Option Right Settlement Date, at the latest.

 

The Offeror reserves the right to postpone the payment of the Option Right Offer Price if payment is prevented or suspended due to a force majeure event, but shall immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

 

1.11 Transfer of Ownership

 

Title to the Shares validly tendered in the Tender Offer will pass to the Offeror on the Settlement Date against the payment of the Share Offer Price by the Offeror to the tendering shareholder. Title to the Option Rights validly tendered in the Tender Offer will pass to the Offeror on the Option Right Settlement Date against the payment of the Option Right Offer Price by the Offeror to the tendering holder of Option Rights.

 

1.12 Transfer Tax and Other Payments

 

The Offeror will pay the Finnish transfer tax, if any, payable on the sale and purchase of the Shares and Option Rights.

 

Possible fees charged by book-entry account operators, in accordance with their agreement with the shareholder, relating to the possible transfers to the book-entry system of any Shares that have not been transferred to the book-entry system, as well as fees charged by book-entry account operators, asset managers, nominees or any other person for registering the release of pledges or other possible restrictions preventing a sale of the relevant Shares or Option Rights, will be borne by each shareholder or holder of Option Rights. The Offeror shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Tender Offer, the sale and purchase of the Shares and Option Rights tendered under the Tender Offer or the payment of the Share Offer Price or the Option Right Offer Price.

 

1.13 Other Issues

 

The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 6, Section 7 of the Finnish Securities Market Act.

 

The Offeror reserves the right to extend the Offer Period and to amend the terms and conditions of the Tender Offer in accordance with Chapter 6, Section 8 of the Finnish Securities Market Act if, during the Offer Period, a competing tender offer for the Shares is made public by a third party.

 

The Offeror shall have sole discretion to determine all other issues relating to the Tender Offer, subject to the requirements of applicable law.

 

The Tender Offer is not being made and the Shares or the Option Rights will not be accepted for purchase from or on behalf of any persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Tender Offer Document. 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, the Hong Kong special administrative region of the People's Republic of China, Canada, Japan, New Zealand, South Africa or the United States. The Tender Offer cannot be accepted by any such use, means or instrumentality or from within Australia, the Hong Kong special administrative region of the People's Republic of China, Canada, Japan, New Zealand, South Africa or the United States.

 

Shares owned by persons to which the Tender Offer is not made may nevertheless be redeemed in accordance with the redemption procedure regarding minority shares under Chapter 18, Section 1 of the Finnish Companies Act, provided that the Tender Offer is completed and that the Offeror acquires more than nine-tenths (9/10) of the shares in Company and the votes attached thereto.

 

Note to U.S. holders: This Tender Offer is being made for the securities of a foreign issuer and while the Tender Offer is subject to the disclosure requirements of Finland, U.S. holders should be aware that these requirements are different from those in the United States. Financial statements attached hereto have been prepared in accordance with IFRS standards and thus may not be comparable to financial statements of U.S. companies. U.S. holders should be aware that the Offeror or its affiliates, directly or indirectly, may offer for or make purchases of the Company's securities subject to the Tender Offer during the Offer Period as permitted by applicable Finnish laws.

 




This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Aldata Solution Oyj via Thomson Reuters ONE

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