Final result of the subsequent offer period of Onni Bidco Oy's
voluntary recommended public cash tender offer for all the shares
in Innofactor Plc
Innofactor Plc
Stock
Exchange Release
October 8, 2024 at 8:35 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.
Final result of the subsequent offer
period of Onni Bidco Oy's voluntary recommended public cash tender
offer for all the shares in Innofactor Plc
As announced on July 22, 2024, CapMan Growth
Equity Fund III Ky, a fund managed by CapMan Group affiliated
companies, (“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”) form a consortium (the
“Consortium”) for the purposes of the 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”) (the
“Tender Offer”), made by Onni Bidco Oy (the
“Offeror”), a private limited liability company
incorporated and existing under the laws of Finland. The Offeror
has on August 2, 2024, published the tender offer document
concerning the Tender Offer. The original offer period for the
Tender Offer commenced on August 5, 2024, at 9:30 a.m. (Finnish
time) and expired on September 16, 2024, at 4:00 p.m. (Finnish
time) (the “Original Offer Period”). The Offeror
announced on September 19, 2024 in connection with the announcement
of the final result of the Original Offer Period, that it will
complete the Tender Offer and commence a subsequent offer period in
accordance with the terms and conditions of the Tender Offer, which
commenced on September 19, 2024, at 9:30 a.m. (Finnish time)
and expired on October 3, 2024, at 4:00 p.m. (Finnish time) (the
“Subsequent Offer Period”).
Based on the final result of the Subsequent
Offer Period, the 914,649 Shares tendered during the Subsequent
Offer Period represent approximately 2.56 percent of the Shares and
voting rights in Innofactor. Together with the Shares validly
accepted during the Original Offer Period and the Shares otherwise
acquired or to be acquired by the Offeror (comprising 148,127
Shares that Sami Ensio has received as board remuneration), the
Shares tendered during the Subsequent Offer Period represent
approximately 85.05 percent of the Shares and voting rights in
Innofactor.
The offer price will be paid on or about October
10, 2024, to shareholders who have validly accepted the Tender
Offer during the Subsequent Offer Period in accordance with the
terms and conditions of the Tender Offer. The offer price will be
paid in accordance with the payment procedures described in the
terms and conditions of the Tender Offer. The actual time of
receipt of the payment by each shareholder will depend on the
schedule for payment transactions between financial
institutions.
The Offeror has reserved the right to acquire
Shares on or after the date of this release in public trading on
Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) or
otherwise to the extent permitted by applicable laws and
regulations.
Investor and Media
enquiries:
Innofactor
Iida Suominen (Innofactor), ir@innofactor.com,
+358 40 716 7173
Lasse Lautsuo (Innofactor), ir@innofactor.com,
+358 50 480 1597
For further information, please visit the
dedicated website at
https://www.innofactor.com/invest-in-us/onni-tender-offer/.
The Consortium
Antti Kummu, CapMan Growth
+358 50 432 4486
Media
press.contact@miltton.com
+358 45 788 51840
For further information, please visit the
dedicated website at: https://innofactor.tenderoffer.fi/en/pto/.
The link does not redirect to Innofactor's website, but to a
website operated by the Offeror.
Distribution:
NASDAQ Helsinki
Main media
www.innofactor.com
ABOUT THE
CONSORTIUM
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 release, 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. Innofactor’s shares
are listed on Nasdaq Helsinki with the ticker symbol IFA1V.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND
AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES
OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO 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 RELEASE HAS BEEN PREPARED IN COMPLIANCE
WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI
TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS
THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN
PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF
FINLAND.
Information for shareholders of
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 stock exchange release 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 stock exchange release, 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 release contains statements that, to the
extent they are not historical facts, constitute “forward-looking
statements”. Forward-looking statements include statements
concerning plans, expectations, projections, objectives, targets,
goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs, plans or intentions relating
to acquisitions, competitive strengths and weaknesses, plans or
goals relating to financial position, future operations and
development, business strategy and the trends in the industries and
the political and legal environment and other information that is
not historical information. In some instances, they can be
identified by the use of forward-looking terminology, including the
terms “believes”, “intends”, “may”, “will” or “should” or, in each
case, their negative or variations on comparable terminology. By
their very nature, forward-looking statements involve inherent
risks, uncertainties and assumptions, both general and specific,
and risks exist that the predictions, forecasts, projections and
other forward-looking statements will not be achieved. Given these
risks, uncertainties and assumptions, investors are cautioned not
to place undue reliance on such forward-looking statements. Any
forward-looking statements contained herein speak only as at the
date of this release.
Disclaimer
Carnegie Investment Bank AB (publ), which is
authorised and supervised 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 supervision 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 release. 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 release.
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 release,
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
release.
Grafico Azioni Innofactor (LSE:0OC5)
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