KASOLA OYJ Stock exchange release 29 November 2007
Kasola Oyj has received a notification from John Nurminen Oy with the following
content.
KASOLA OYJ
Tapani Väljä
Managing Director
0400-505 078
tapanivalja.kasola@kaso.fi
DISTRIBUTION
Helsinki Stock Exchange
Major media
www.kasola.fi
John Nurminen Oy Release 29 November 2007
THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW, AND THIS RELEASE MAY NOT BE DISTRIBUTED,
FORWARDED OR DELIVERED BY ANY MEANS OF INSTRUMENTALITY, INCLUDING WITHOUT
LIMITATIONS BY MAIL, TELEFAX, EMAIL OR TELEPHONE OR BY ANY OTHER MEANS INTO OR
FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
FILING OF THE TENDER OFFER DOCUMENT OF THE MANDATORY TENDER OFFER RELATED TO
SHARES IN KASOLA WITH THE FINANCIAL SUPERVISION AUTHORITY AND KEY DATES OF THE
PURCHASE COMMITMENT SUBMITTED BY JOHN NURMINEN RELATED TO SERIES A SHARES IN
KASOLA
OBLIGATION TO MAKE A TENDER OFFER
In accordance with the decision by the Financial Supervision Authority on 7
September 2007 (register number 30/252/2007), Maturiala Oy, Jari Bachmann, Sanni
Bachmann and Kirta Forsström (the “Main Shareholders”) are obliged to make a
mandatory tender offer for shares in Kasola Oyj (“Kasola” or the “Company”), as
a consequence of the signing of the agreement on the overall arrangement (the
“Main Agreement”) entered into between John Nurminen Oy, the Main Shareholders
and, in part, Kasola Oyj. Based on the decision of the Financial Supervision
Authority, this obligation was extended to cover John Nurminen Oy since it
became a shareholder in Kasola Oyj on 7 September 2007. In the Main Agreement,
John Nurminen Oy and the new John Nurminen Oy to be established in conjunction
with the implementation of its demerger, have assumed responsibility for all
obligations related to the tender offer towards the Main Shareholders (John
Nurminen Oy and the new John Nurminen to be established in the demerger of John
Nurminen Oy, as well as the Main Shareholders, hereinafter jointly referred to
as the “Offerors”). In accordance with the decision of the Financial Supervision
Authority, the mandatory tender offer procedure must be started on 10 December
2007, at the latest. Kasola announced the decision of the Financial Supervision
Authority and or the obligation to make the mandatory tender offer on 7
September 2007.
COMMUNICATION OF THE OFFER DOCUMENT TO THE FINANCIAL SUPERVISION AUTHORITY FOR
APPROVAL
The Offerors have today communicated the offer document referred to in Chapter
6, section 4 of the Securities Markets Act to the Financial Supervision
Authority for approval. In accordance with the decision of the Financial
Supervision Authority, a listing particular of Kasola shall be appended to the
offer document, in which Kasola, to be changed into Nurminen Logistics Oyj in
conjunction with the arrangement under the Main Agreement, its business
operations and financial situation shall be described. Kasola announced the
communication of the listing particular to the Financial Supervision Authority
for approval on 22 November 2007.
The Offer Document shall be made public after the approval of the Financial
Supervision Authority on or about 10 December 2007. In the tender offer
procedure to be started at that date, the tender offer shall be made at a price
per share of five (5.00) euros only with respect to Kasola A shares, since all
of Kasola K shares are held by the Main Shareholders. In the Main Agreement, the
Main Shareholders have undertaken not to decrease their portion of shares and
votes in Kasola to below 43.0% of all the shares in the Company and 83.7% of the
votes attached thereto prior to the registration with the Trade Register of the
conversion of the series K shares into series A shares. Furthermore, the Main
Shareholders have undertaken not to tender any of their shares to John Nurminen
Oy in the tender offer.
The Offerors do not aim to acquire shares in the Company, but the tender offer
is made in order to fulfill the obligation to make a mandatory tender offer as
provided for in Chapter 6 of the Securities Markets Act and in accordance with
the decision of the Financial Supervision Authority. The Offerors aim to keep
the shares in the Company subject to public trading, develop the Company,
improve the liquidity of the shares in the Company, and to broaden the Company's
ownership base.
KEY DATES RELATED TO THE SEPARATE PURCHASE COMMITMENT
In the event that the overall arrangement referred to in the Main Agreement and
the tender offer included in it described above are implemented in accordance
with the Main Agreement, they shall be accompanied by a separate and alternative
purchase commitment with respect to Kasola A shares made by John Nurminen Oy and
the new John Nurminen Oy to be established in its demerger. In accordance with
the Main Agreement and the press release issued by Kasola on 7 September 2007,
John Nurminen Oy and the new John Nurminen Oy to be established in its demerger
undertake, based on a purchase commitment to be made in conjunction with the
tender offer, to purchase from the shareholders of Kasola 60% of those Kasola A
shares held by them at the price of EUR 6.80 per share on all of the following
three (3) dates: a) the banking day preceding the tender offer (i.e. on or about
7 December 2007), b) the banking day following the settlement day in accordance
with the tender offer (i.e. on or about 14 January 2008), and c) 30 June 2010.
In the event that the number of shares of the shareholder varies at the three
dates described above, the share of 60% shall be calculated in relation to the
lowest number of shares. In order to be able to sell his or her shares in
accordance with the purchase commitment, the shares must be registered in the
name of the shareholder in the book-entry account on the day in question and in
Kasola's/Nurminen Logistics Oyj's shareholder register to be compiled for these
dates on the basis of the account entries. Assuming that the normal settlement
period is complied with in the settlement of the transaction, the transaction
concerning Kasola's shares must be effected on the Helsinki Stock Exchange on 3
December 2007, at the latest, in order to fulfill the first requirement, so that
the shares acquired based on the transaction would entitle the purchaser to sell
the shares later in accordance with the purchase commitment. Notwithstanding the
above, the purchase commitment will cover, as applicable, those Kasola series A
shares that the Main Shareholders receive based on the combination of Kasola's
share series.
The price in accordance with the purchase commitment, EUR 6.80 per share, will
be adjusted to correspond to the number of Kasola shares as at 30 June 2010, so
that the price will be adjusted in accordance with the share issue ratio or
other equivalent ratio proportionally downwards as the number of shares
increases and proportionally upwards as the number of shares decreases from the
number of Kasola shares to be registered based on the implementation of the
overall arrangement in accordance with the Main Agreement. However, when
calculating the price, the number of shares in Kasola (which will have changed
into Nurminen Logistics Oyj) as at 30 June 2010 will be decreased by the shares
subscribed for in the directed share issues. The purchase commitment will not be
implemented in 2010 if implementation would be clearly unjustified taking into
account the stock price of shares in Nurminen Logistics Oyj at the date and the
liquidity and volatility of the Share. Therefore, the implementation of the
purchase commitment will in practice become unnecessary if there is enough
trading in shares in Nurminen Logistics Oyj at a purchase price of at least EUR
6.80 on the Helsinki Stock Exchange in 2010 that the shareholders may, at their
discretion, sell the number of shares in Nurminen Logistics referred to in the
purchase commitment on the Helsinki Stock Exchange at least at a price level in
accordance with the purchase commitment.
Kasola's shareholders are requested to take into particular consideration that,
with respect to the shares offered in the tender offer, it will not possible to
sell such shares in accordance with the purchase commitment to the new John
Nurminen Oy in 2010.
JOHN NURMINEN OY
Further information:
Lasse Paitsola, Managing Director, John Nurminen Oy, tel. +358 400 405 801
Kaj Kulp, Director, tel. +358 40 823 8236
As of the beginning of 2008, Nurminen Logistics Oyj will continue the following
business operations of John Nurminen Oy: Rail Services, Cargo Handling and
Value-Added Services, Customs Clearance Services, Special and Heavy Transports,
Healthcare Logistics. The company's main market area will consist of Finland,
the Baltic area and Russia as well as of other CIS countries. In connection with
the implementation of the overall arrangement, estimated to take place on
1 January 2008, the Kasola Oyj share is due to become the Nurminen Logistics Oyj
share listed on the Helsinki Stock Exchange.
FILING OF TENDER OFFER DOCUMENT WITH FINANCIAL SUPERVISION AUTHORITY AND KEY DATES OF PURCHASE COMMITMENT SUBMITTED BY JOHN NURMINEN
| Source: Nurminen Logistics Oyj