Evox Rifa Group Oyj has today received the following release:
KEMET CORPORATION PRESS RELEASE 9 March 2007
KEMET CORPORATION WILL COMMENCE THE PUBLIC TENDER OFFER FOR ALL THE
SHARES AND LOAN NOTES IN EVOX RIFA ON 12 MARCH 2007
KEMET Corporation, through its wholly owned direct subsidiary KEMET
Electronics Corporation (“KEMET”), announced today that it will launch
its public tender offer for all of the issued and outstanding shares
in Evox Rifa Group Oyj (“Evox Rifa”) and for all of the loan notes
under the convertible capital loan issued by Evox Rifa on 12 March
2007.
The offer price for the shares in Evox Rifa is EUR 0.12 per share
payable in cash. The offer price represents a premium of approximately
46.3 per cent compared to the volume-weighted average trading price of
the Evox Rifa shares on the Helsinki Stock Exchange during the last 12
months preceding the announcement of the tender offer and
approximately 44.1 per cent compared to the volume-weighted average
trading price during the last 3 months preceding the announcement of
the tender offer. The consideration for the loan notes under the
convertible capital loan corresponds to the aggregate of the nominal
amount per loan note of EUR 100 plus accrued interest up to and
including the closing date of the tender offer.
Shareholders representing approximately 51.7 per cent of the share
capital of Evox Rifa have undertaken irrevocably and unconditionally
to accept the tender offer. The Board of Directors of Evox Rifa has
recommended that the shareholders and holders of convertible loan
notes accept the tender offer.
The acceptance period for the tender offer will commence on 12 March
2007 and expire on 12 April 2007 unless the offer period is extended
or discontinued as set forth below in the terms and conditions of the
tender offer. A shareholder or a loan note holder may at any time
prior to the expiry of the offer period or the extended offer period,
as the case may be, withdraw the shares or loan notes tendered.
The obligation of KEMET to accept the shares and loan notes validly
tendered and to complete the tender offer shall be subject to the
satisfaction or, to the extent permitted by applicable law, waiver by
KEMET of the conditions to completion as set forth below in the terms
and conditions of the tender offer. KEMET reserves the right to
complete the tender offer even if the conditions to completion of the
tender offer are not fulfilled.
KEMET will announce the preliminary result of the tender offer on or
about the first Finnish banking day following the expiry of the offer
period, or, if applicable, the extended or discontinued offer period,
and will announce the final result of the tender offer on or about the
third Finnish banking day following the expiry of such offer period.
The announcement of the final result will confirm the percentage of
the shares and loan notes that have been validly tendered and not
properly withdrawn and whether the tender offer will be completed.
Most of the Finnish book-entry account operators will send a
notification of the tender offer, including instructions and the
relevant acceptance form to their customers who are registered as
shareholders in the shareholders' register or as loan note holders in
the register of loan note holders of Evox Rifa. The acceptance must be
given in accordance with the instructions and within the time limits
provided by the relevant book-entry account operator. Shareholders and
loan note holders who do not receive such notification and
instructions from their book-entry account operator or asset manager,
can contact any branch office of Nordea Bank Finland Plc. (“Nordea”)
where such shareholders and loan note holders will receive all
necessary information and can give their acceptance to the tender
offer as regards the shares and/or the loan notes.
The Finnish Financial Supervision Authority has today approved the
tender offer document relating to the tender offer. The tender offer
document will be available in Finnish from 12 March 2007 onwards at
the branch offices of Nordea and at OMX way, Fabianinkatu 14, FI-00130
Helsinki, Finland, and on the internet at www.nordea.fi/sijoita and
www.evoxrifa.com, and in English from 12 March 2007 onwards on the
internet at www.nordea.fi/sijoita and www.evoxrifa.com.
The detailed terms and conditions of the tender offer have been
enclosed in their entirety as an annex to this press release (Annex
1).
KEMET Corporation
Board of Directors
Per-Olof Lööf
Chief Executive Officer and Director
INFORMATION REGARDING EVOX RIFA
Evox Rifa Group Oyj manufactures passive electronic components,
specializing in plastic film, paper and electrolytic capacitors. Their
major customer groups are in industrial, automotive and consumer
electronics and the lighting industry. Evox Rifa's strength lies in
the design and production of customized products that require
specialist expertise. Evox Rifa, with headquarters in Finland, has a
worldwide sales and distribution network. Its production plants are
located in Indonesia, Great Britain, China, Sweden and Finland. Evox
Rifa has two global business areas: Electrolytic Capacitors and Film
and Paper Capacitors. Additional information can be found at
http://www.evoxrifa.com.
INFORMATION REGARDING KEMET
KEMET Corporation provides industry-leading, high-performance
electronic component solutions, including the world's most complete
line of surface-mount capacitor technologies across tantalum, ceramic,
and solid aluminum dielectrics, provided with the world's best
quality, delivery and service. KEMET's common stock is listed on the
New York Stock Exchange under the symbol KEM. Additional information
can be found at http://www.kemet.com.
FURTHER INFORMATION
For KEMET:
Mr. Kirk Shockley, Vice President, Business Integration, tel
+1 864 901 1471 or +1 864 228 4291 or
Mr. Dean Dimke, Director of Corporate and Marketing Communications,
tel +1 864 228 4448
For Evox Rifa:
Mr. Jerker Molander, Vice Chairman of the Board of Directors, tel +
358 50 380 3845
DISTRIBUTION
Helsinki Stock Exchange
Central media
ANNEXES
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 THIS PRESS RELEASE
MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS
WHATSOEVER INCLUDING, WITHOUT LIMITATION, MAIL, FACSIMILE
TRANSMISSION, E-MAIL OR TELEPHONE.
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
Through the Tender Offer, the Offeror offers to acquire all of the
issued and outstanding Shares and Loan Notes in the Company on the
terms and subject to the conditions set forth below.
In the event that, prior to the expiry of the Offer Period, a holder
of Loan Notes subscribes for new shares in the Company in accordance
with the terms and conditions of such Loan Notes, such Loan Note
holder may, during the Offer Period, tender the new shares so
subscribed for by virtue of such Loan Notes in the Tender Offer after
the new shares in the Company 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 0.12 in cash.
The Loan Note Offer Price for each Loan Note validly tendered in
accordance with the terms and conditions of the Tender Offer is the
aggregate of the nominal amount of EUR 100 plus accrued interest up to
and including the Closing Date (as defined below) in cash.
1.3 Offer Period
The Offer Period commences on 12 March 2007 at 9:30 am (Finnish time)
and expires on 12 April 2007 at 4:00 pm (Finnish time), unless the
Offer Period is extended or discontinued as set forth below.
The Offeror may extend the Offer Period for a period of time to be
determined later until all the Conditions to Completion (as defined
below) have been satisfied or waived in accordance with the terms and
conditions of the Tender Offer. The maximum duration of the Offer
Period (including any extended period) is 10 weeks. However, if the
Conditions to Completion have not been satisfied due to a particular
obstacle such as, for example, pending competition clearances, the
Offeror may according to the FSA Standard 5.2.c (dno 8/120/2004)
extend the Offer Period beyond 10 weeks until such obstacle has been
removed and the Offeror has had a reasonable time to respond to the
situation. In such a case the date of the expiry of the extended Offer
Period will be published at least two (2) weeks before such expiry.
The Offeror will inform of the possible extension of the Offer Period
by a press release at the latest on 12 April 2007. The Offeror will
inform of a possible extension of an already extended or discontinued
Offer Period at the latest on the first Finnish banking day following
the expiry of the 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 Offeror may discontinue the Offer Period or the extended Offer
Period should all the Conditions to Completion be satisfied or waived
by the Offeror before the expiry of the Offer Period or the extended
Offer Period and execute the sale and purchase of the Shares and Loan
Notes validly tendered and not properly withdrawn. The Offer Period
will, however, last for at least three (3) weeks. Should the Offeror
discontinue the Offer Period or 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 two (2) weeks before
the date on which the Offer Period or the extended Offer Period
expires as a result of such decision to discontinue the Offer Period
or the extended Offer Period. If the Offeror discontinues the Offer
Period or the extended Offer Period, the Offer Period or the extended
Offer Period will expire on such earlier date and at the time
indicated in such announcement made by the Offeror.
1.4 Conditions to Completion of the Tender Offer
The obligation of the Offeror to accept the Shares and Loan Notes
validly tendered and to complete the Tender Offer shall be subject to
the satisfaction or, to the extent permitted by applicable law, waiver
by the Offeror of the following conditions (“Conditions to
Completion”) on or prior to the date of execution of the sale and
purchase of Shares and Loan Notes pursuant to the Tender Offer (the
“Closing Date”):
1) the valid tender of Shares and Loan Notes representing more
than two-thirds (2/3) of the issued and outstanding Shares and votes
of Evox on a fully diluted basis (i.e. taking into consideration the
effect of the conversion of all the Loan Notes, including without
limitation those validly tendered, as if they all were converted into
Evox shares, whether or not they actually are);
2) the receipt of all necessary regulatory and other permits and
approvals, including clearances from the competition authorities in
Germany, on terms reasonably acceptable to the Offeror;
3) no event, circumstance or change having occurred after the
announcement of the Tender Offer that results in or constitutes, or
that can reasonably be expected to result in or constitute, a Material
Adverse Change (as defined below);
4) the Offeror not, after the announcement of the Tender Offer,
having received information previously undisclosed to it that has
resulted in or constituted, or that can reasonably be expected to
result in or constitute, a Material Adverse Change (as defined below);
5) no court or regulatory authority of competent jurisdiction
having given an order or issued any regulatory action preventing,
postponing or materially challenging the consummation of the Tender
Offer;
6) the Board of Directors of Evox having issued its statement
regarding the Tender Offer (as required by the Finnish Securities
Market Act) within two (2) banking days from the commencement of the
Offer Period recommending the shareholders and holders of Loan Notes
to accept the Tender Offer and such recommendation remaining in force
and not being changed;
7) the Combination Agreement between KEMET and Evox not having
been terminated and remaining in force; and
8) the undertaking by Fennogens Investment S.A., Veikko Laine
Oy, Mr. Wee Cheng Hoon, Mr. Henrik Ehrnrooth and Mr. Pertti Laine,
respectively, to accept the Tender Offer remaining in force in
accordance with its terms as in force at the date of this Tender Offer
Document.
“Material Adverse Change” means any divestment or reorganization of
any material part or asset of Evox or its subsidiaries or any material
adverse change in the business, assets, financial condition or results
of operations of Evox and its subsidiaries, taken as a whole,
excluding any change (i) in financial, economic or regulatory
conditions generally, such change not being disproportionate in
relation to Evox relative to other industry participants, (ii)
attributable to statements or actions of the Offeror or KEMET in
relation to the business of Evox or the Tender Offer, or (iii) due to
the contemplated Tender Offer.
The Offeror reserves the right to waive, to the extent permitted by
applicable law, any of the Conditions to Completion that have not been
satisfied.
1.5 Obligation to increase the Tender Offer or to pay compensation
The Offeror reserves the right to acquire Shares in public trading on
the Helsinki Stock Exchange during the Offer Period.
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 Loan Notes at a higher price
than the Share Offer Price or the Loan Note Offer Price or otherwise
on terms that are more favorable 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 this acquisition on more favorable terms
(obligation to increase the offer). The Offeror shall then, without
delay, make public the triggering of the obligation to increase the
offer and pay, in connection with the completion of the Tender Offer,
the difference between the acquisition on more favorable terms and the
consideration offered in the Tender Offer to the holders of securities
who have accepted 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
Loan Notes in Evox at a higher price than the Share Offer Price or the
Loan Note Offer Price or otherwise on terms that are more favorable
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
favorable 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 acquisition on more favorable terms and the
consideration offered in the Tender Offer within one month after the
triggering of the obligation to compensate 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 Loan Note 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
Loan Notes on terms that are more favourable than those of the Tender
Offer before or during the arbitral proceedings.
1.6 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
relevant 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 any branch office
of Nordea 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. customers of the
Finnish Central Securities Depository), such shareholder shall contact
any branch office of Nordea 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 Nordea.
By accepting the Tender Offer, the shareholders of the Company
authorize Nordea 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 and subject to the right to withdraw the Shares tendered 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 and that has
not properly withdrawn its acceptance in accordance with the terms and
conditions of the Tender Offer may not sell or otherwise dispose of
its tendered Shares. 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 or if the tender is properly withdrawn
by the shareholder in accordance with the terms and conditions of the
Tender Offer, 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
or the receipt of a notice of withdrawal in accordance with the terms
and conditions of the Tender Offer.
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.
Loan Notes
Most of the Finnish book-entry account operators will send a
notification of the Tender Offer, including instructions and the
relevant acceptance form, to their customers who are Loan Note
holders. Loan Note holders who do not receive such notification from
their book-entry account operator or asset manager can contact any
branch office of Nordea where such Loan Note holders shall receive all
necessary information and can give their acceptance.
A Loan Note holder 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 Loan Notes may only be tendered with the consent of the
relevant pledgee. The obtaining of such consent shall be the
responsibility of the relevant Loan Note holder in the Company.
A Loan Note holder who is registered in the register of Loan Note
holders and who wishes to accept the Tender Offer shall submit the
properly completed and duly executed acceptance form to the account
operator managing the Loan Note 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. customers of the Finnish Central Securities
Depository) such Loan Note holder shall contact any branch office of
Nordea to give his/her acceptance to tender the Loan Notes. 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 form is at the Loan Note holder's option and risk, and
the delivery will be deemed made only when actually received by such
account operator or Nordea.
By accepting the Tender Offer, the Loan Note holder authorizes Nordea
or the account operator managing the Loan Note holder's book-entry
account to sell the Loan Notes to the Offeror in accordance with the
terms and conditions of the Tender Offer.
A Loan Note holder may accept the Tender Offer only unconditionally
and in relation to all of its Loan Notes registered on one book-entry
account and subject to the right to withdraw the Loan Notes tendered
in accordance with the terms and conditions of the Tender Offer. The
Offeror may reject any partial tender of the Loan Notes.
A Loan Note holder that has validly accepted the Tender Offer and that
has not properly withdrawn its acceptance in accordance with the terms
and conditions of the Tender Offer may not sell or otherwise dispose
of its tendered Loan Notes. A transfer restriction in respect of the
Loan Notes will be registered in the relevant book-entry account after
the Loan Note holder has submitted the acceptance for the Tender
Offer. If the Tender Offer is not completed or if the tender is
properly withdrawn by a Loan Note holder in accordance with the terms
and conditions of the Tender Offer, the transfer restriction
registered on the tendered Loan Notes 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 or the receipt of a notice of
withdrawal in accordance with the terms and conditions of the Tender
Offer.
1.7 Withdrawal Rights
Shares and Loan Notes validly tendered in accordance with the terms
and conditions of the Tender Offer may be withdrawn at any time prior
to the expiry of the Offer Period, or if the Offer Period has been
extended, prior to the expiry of the extended Offer Period.
The proper withdrawal of the Shares and Loan Notes validly tendered
requires that a written notice of withdrawal is submitted to the same
account operator to whom the acceptance form with respect to such
Shares and/or Loan Notes was submitted. In case the acceptance form
with respect to Shares and/or Loan Notes was submitted to Nordea, the
notice of withdrawal must be submitted to Nordea. In case of holdings
that are registered in the name of a nominee, the shareholder or Loan
Note holder shall instruct the nominee to submit the notice of
withdrawal.
If a shareholder or Loan Note holder withdraws its acceptance of the
Tender Offer in accordance with the terms and conditions of the Tender
Offer, the transfer restriction registered on the tendered Shares
and/or Loan Notes in the relevant book-entry account will be removed
as soon as possible and within approximately three (3) Finnish banking
days following the receipt of a notice of withdrawal in accordance
with the terms and conditions of the Tender Offer.
Withdrawn Shares and Loan Notes may be re-tendered by following the
acceptance procedures described in Section 1.6 above prior to the
expiry of the Offer Period or, if the Offer Period has been extended,
prior to the expiry of such extended Offer Period.
The account operator managing the relevant book-entry account or the
nominee may charge a fee for withdrawals in accordance with its price
lists.
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 or discontinued
Offer Period, and will announce the final result on or about the third
(3rd) Finnish banking day following the expiry of the Offer Period or,
if applicable, the extended or discontinued Offer Period. The
announcement of the final result will confirm (i) the percentage of
the Shares and Loan Notes that have been validly tendered and not
properly withdrawn 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 and not properly
withdrawn in accordance with the terms and conditions of the Tender
Offer will be executed on the Closing Date, which shall be no later
than five (5) Finnish banking days following the expiry of the Offer
Period, or if the Offer Period has been extended or discontinued, the
expiry of the extended or discontinued Offer Period. The sale and
purchase of the Shares will take place on the Helsinki Stock Exchange
if permitted by the rules applicable to the securities trading on the
Helsinki Stock Exchange. Otherwise the sale and purchase of the Shares
will take place outside of the Helsinki Stock Exchange.
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 Loan Notes
The sale and purchase of the Loan Notes validly tendered and not
properly withdrawn in accordance with the terms and conditions of the
Tender Offer will be executed no later than eight (8) Finnish banking
days following the expiry of the Offer Period, or if the Offer Period
has been extended or discontinued, the expiry of the extended or
discontinued Offer Period. The sale and purchase of the Loan Notes
will take place outside of the Helsinki Stock Exchange.
Settlement will be effected on the same day as the sale and purchase
of the Loan Notes, i.e. no later than eight (8) Finnish banking days
following the expiry of the Offer Period, or if the Offer Period has
been extended or discontinued, the expiry of the extended or
discontinued Offer Period (“Loan Note Settlement Date”). The payment
of the Loan Note Offer Price will be deposited on the Loan Note
Settlement Date into the bank account connected to the Loan Note
holder's book-entry account or, in the case of Loan Note holders 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 Loan Note holder is with a different banking institution
than such holder's book-entry account, the Loan Note Offer Price will
be paid, in accordance with the schedule of money transactions between
banking institutions, to the Loan Note holder's bank account so that
it is on the Loan Note holder's bank account approximately two (2)
Finnish banking days following the Loan Note Settlement Date, at the
latest.
The Offeror reserves the right to postpone the payment of the Loan
Note 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 and Loan Notes validly tendered in the Tender
Offer will pass to the Offeror on the Settlement Date against the
payment of the Share Offer Price or Loan Note Offer Price by the
Offeror to the tendering shareholder or Loan Note holder.
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 Loan Notes.
Possible fees charged by book-entry account operators, in accordance
with their agreement with the shareholder or Loan Note holder,
relating to the possible transfers to the book-entry system of the
Shares or Loan Notes 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 Loan Notes, as well as fees relating to a
withdrawal of the tender by a shareholder or a Loan Note holder in
accordance with Section 1.7 above, will be borne by each shareholder
or Loan Note holder. 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
Loan Notes tendered under the Tender Offer or the payment of the Share
Offer Price or the Loan Note 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 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 also reserves the right to transfer the Tender Offer at
any time prior to the expiry of the Offer Period, or if the Offer
Period has been extended, the expiry of the extended Offer Period, to
a wholly owned direct or indirect Finnish subsidiary of KEMET to be
used as an acquisition vehicle in connection with the Tender Offer, in
which case such Finnish subsidiary will replace the Offeror as the
offeror in the Tender Offer and complete the Tender Offer and acquire
the Shares and the Loan Notes validly tendered in the Tender Offer in
accordance with the terms and conditions of the Tender Offer. Should
the Offeror transfer the Tender Offer to such Finnish subsidiary in
accordance with the above, the Offeror and KEMET shall guarantee as
for their own debt the payment of the Share Offer Price and the Loan
Note Offer Price to the shareholders and Loan Note holders that have
validly tendered their Shares and/or Loan Notes in the Tender Offer
and the fulfilment of all other obligations of the Offeror under the
terms and conditions of the Tender Offer.
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 directly or indirectly in any
jurisdiction where prohibited by applicable law and this Tender Offer
Document and related acceptance forms are not and may not be
distributed, forwarded or transmitted into or from any jurisdiction
where prohibited by applicable law by any means of whatsoever
including, without limitation, mail, facsimile transmission, e-mail or
telephone.
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.