TietoEnator Abp Börsmeddelande 20.3.2008, kl 9.45 EET
TietoEnator har i dag informerats om att Cidron Services Oy ("Cidron
Services") avser att ge ett offentligt köpeanbud på alla av
TietoEnator emitterade aktier och optionsrätter till ett kontantpris
om 15,50 euro per aktie ("Anbudet"). Cidron Services är ett bolag som
indirekt ägs av Nordic Capital Fund VI. Det erbjudna priset är 6,2
procent högre än det med antalet avslut vägda medelpriset för
TietoEnators aktie under de 6 senaste månaderna.
Enligt Cidron Services tillkännagivande är fullföljandet av Anbudet
villkorat bland annat med att Anbudet godkänns av aktieägare som
representerar minst 90 procent av aktierna och rösterna i TietoEnator
efter full utspädning, att erforderliga myndighetstillstånd erhålls
och att den för Anbudet nödvändiga finansieringen finns att tillgå
för Cidron Services vid tidpunkten för Anbudets genomförande.
Anbudstiden för Anbudet förväntas börja den 2.4.2008.
Styrelsen för TietoEnator kommer att utvärdera Anbudet och utreda
andra för bolaget tillbudsstående alternativ. "Vi kommer att noggrant
utreda ärendet, men styrelsens preliminära uppfattning är att
Anbudet, som gjorts utan bolagets samverkan, inte motsvarar det
verkliga värdet av TietoEnators aktier", säger TietoEnators
styrelseordförande Matti Lehti. I enlighet med
värdepappersmarknadslagen kommer styrelsen att tillkännage sitt
utlåtande om Anbudet efter att anbudshandlingen har publicerats.
Styrelsen har utsett Deutsche Bank som sin finansiella rådgivare och
Roschier Advokatbyrå Ab som sin juridiska rådgivare i ärendet.
Tilläggsuppgifter:
Matti Lehti, styrelseordförande, tel. +358 400 816 405
TIETOENATOR ABP
BILAGA: Cidron Services meddelande den 20.3.2008
DISTRIBUERING
Helsinki Stock Exchange
Stockholmsbörsen
Centrala massmedia
TietoEnator är en av de ledande arkitekterna bakom uppbyggnaden av
ett effektivare informationssamhälle och dessutom ett av Europas
största IT-konsultföretag. TietoEnator fokuserar på konsulttjänster,
utveckling samt drift och förvaltning av kundernas verksamheter i den
digitala ekonomin. Koncernens tjänster bygger på en kombination av
djup branschkunskap och kompetens inom den senaste IT-utvecklingen.
TietoEnator har cirka 16 000 specialister i nästan 30 länder.
www.tietoenator.com
BILAGA:
2008-03-20 07:00:39 CET
OMX Nordic Exchange Helsinki Oy Announcement from the exchange Cash
offer of EUR 15.50 per share for TietoEnator Corporation
STOCK EXCHANGE RELEASE ON MARCH 20, 2008 8:00 a.m. Helsinki time
Not for release, publication or distribution in Australia, Canada,
Japan, New Zealand and South Africa and the United States.
Cash offer of EUR 15.50 per share for TietoEnator Corporation
Introduction
Cidron Services Oy ("Cidron Services"), a company indirectly owned by
Nordic Capital Fund VI, makes a cash tender offer for all shares and
stock options in TietoEnator Corporation ("TietoEnator") offering EUR
15.50 per share.
The offer values TietoEnator at more than EUR 1.1 billion, and
represents a premium of 38 percent to the closing price of EUR 11.27
on 19 March 2008, the last trading day preceding this announcement.
The acceptance period is expected to begin on 2 April 2008 and end on
28 April 2008.
Following a successful completion of this offer and a subsequent
de-listing of TietoEnator, Cidron Services is planning to appoint
Harri Koponen to the position of Executive Chairman.
Harri Koponen:"We believe that TietoEnator has an attractive position as a market
leader in the Nordic region with an impressive customer base.
Together with the talented employees of TietoEnator, we are convinced
that we can build on its successes and with a supporting owner create
an even stronger company."
Robert Furuhjelm, Director of Cidron Services and Partner, Nordic
Capital: "This offer represents a very attractive proposition for
TietoEnator's shareholders both from a value and certainty
perspective. TietoEnator is a leader in a sector facing change. We
are convinced that for the next phase TietoEnator can better restore
its position and realize its full potential as an unlisted company
without having to focus on short-term financial performance."
Press Conference
A press conference in Finnish will be held today at 11.00 AM
(Helsinki time) at
Scandic Hotel, Marski, Mannerheimintie 10, Helsinki, Cabinet: Carl.
Information
materials will be published on www.cidronservices.com.
For questions, please contact Robert Furuhjelm or Harri Koponen at
the
following numbers:
tel. +358 404 878 616 or +46 8 440 50 50
The Offer
Cidron Services offers in cash EUR 15.50 per each share of
TietoEnator. Cidron Services will also make a cash offer for the
stock options of TietoEnator.
The offer price of EUR 15.50 per share corresponds to a premium of
approximately:
* 38 percent to the closing price of EUR 11.27 of the shares on the
Helsinki Stock Exchange on the last trading day preceding this
announcement;
* 37 percent to the volume-weighted average trading price of EUR
11.29 of the shares on the Helsinki Stock Exchange during the ten day
period preceding this announcement; and
* 29 percent to the volume-weighted average trading price of EUR
12.03 of the shares since TietoEnator's Q4 results announcement as of
February 6, 2008.
The tender offer is conditional on, amongst other things, the
acceptance of the tender offer by shareholders representing at least
90 percent of the shares and voting rights in TietoEnator on a fully
diluted basis (including shares already owned by Cidron Services or
its affiliates), and the obtaining of all necessary regulatory
approvals. Cidron Services has reserved the right to waive any of the
offer conditions, if permitted by law. The principal terms of the
tender offer, including the conditions for the completion of the
tender offer, are included as an exhibit to this stock exchange
release.
An affiliate of Cidron Services currently owns shares representing
4.4 percent of the shares and voting rights in TietoEnator.
Cidron Services will finance the tender offer through capital from
its shareholder and loans from financial institutions. Cidron
Services and its affiliates have received committed credit facilities
for the debt financing from Nordea Bank Finland plc, Pohjola Bank plc
(formerly OKO Bank plc) and Swedbank AB (publ) regarding the part of
the consideration in the tender offer that is to be financed through
external debt financing. The remainder will be financed by capital to
be provided by the ultimate shareholder of Cidron Services. The
ultimate ownership of Cidron Services will vest in one or more Nordic
Capital funds, including Nordic Capital Fund VI.
The external debt financing is available on a "certain funds" basis
which limits the conditions of the external debt financing to a
limited number of material conditions and certain other conditions
that are practically within the control of Cidron Services and its
affiliates or otherwise customary in financings of this nature. The
material conditions of the external debt financing include that the
tender offer has been accepted by shareholders of TietoEnator
representing at least 90 percent of the shares and voting rights in
TietoEnator on a fully diluted basis (including shares already owned
by Cidron Services or its affiliates) and that all regulatory and/or
competition authorizations necessary or desirable in connection with
the tender offer have
been obtained. In addition, Cidron Services cannot amend, waive,
withdraw or fail to enforce any material term or condition of the
tender offer without consent from the financing banks.
Background to the Offer and Intentions for TietoEnator Cidron
Services believes that TietoEnator occupies an attractive position in
the IT Services market as a market leader in the Nordic region.
TietoEnator's excellent customer base built upon long-term
relationships with well-known companies and institutions forms a
solid foundation for the business and provides future opportunities
for growth and market share gains. Furthermore, TietoEnator has a
deep pool of talented employees with strong vertical expertise.
TietoEnator, however, also faces various significant challenges.
These challenges require a successful completion, in a quicker pace,
of the restructuring program that has already been initiated. This
will be accomplished at the same time as TietoEnator is facing
increasing competition from global service providers combined with a
slowing market growth.
Cidron Services is attracted by the opportunity of supporting
TietoEnator in achieving its full potential. The strategy would
involve improving the customer value proposition based on more
efficient delivery models and improving its competitiveness in the
core Nordic market. It is Cidron Services' ambition to support the
management team in creating more focused and integrated client
service teams and invest in the TietoEnator brand.
Cidron Services believes that strengthening TietoEnator's long-term
competitiveness will come at the expense of short-term profitability,
a situation ill-suited with its status as a publicly listed company.
In a private setting, the management can fully focus on the execution
of the strategy,
without the distraction of equity markets and quarterly reporting
obligations. All focus will be on customers and employees.
TietoEnator would as a privately held company have quicker and easier
access to capital enabling the company to better capture potential
opportunities in the rapidly consolidating IT Services market.
Cidron Services does not currently foresee that its strategy and
plans for TietoEnator will have effects on TietoEnator's personnel or
operating locations that would materially deviate from the effects of
the performance improvement program announced by TietoEnator.
Since the current stock option programs of TietoEnator will
effectively terminate as a result of the tender offer and the
compulsory acquisition proceedings that Cidron Services expects to
commence thereafter, Cidron Services intends to replace such stock
option programs with new incentive compensation programs that will
serve to align the interests of Cidron Services and TietoEnator with
those of the management and employees of TietoEnator.
Advisors
Morgan Stanley & Co Limited and Nordea Bank Finland Plc. act as
financial advisors to Cidron Services, Nordea Bank Finland Plc. acts
as the arranger of the tender offer and White & Case LLP acts as
legal advisor to Cidron Services.
Morgan Stanley & Co Limited is acting as financial advisor to Cidron
Services in relation to the tender offer, will not regard any other
person as a client in relation to the tender offer and will not be
responsible to anyone other than Cidron Services for providing the
protections afforded to clients of Morgan Stanley & Co Limited nor
for providing advice to any such other person.
About Nordic Capital
Nordic Capital is a group of private equity funds focusing primarily
on investments in the Nordic region. Nordic Capital creates value in
its investments through committed ownership and by targeting
strategic development and operational improvements. Founded in 1989,
Nordic Capital was one of the private equity pioneers in northern
Europe and has invested in a large number of Nordic-based companies
operating in different sectors.
www.nordiccapital.com
Appendix
Principal Terms and Conditions of the Tender Offer
Cidron Services offers in cash EUR 15.50 per share for all shares in
TietoEnator not already owned by Cidron Services or its affiliates
and EUR 0.01 per stock option for each of the 2002 A/B, 2006 A and
2006 B stock options in TietoEnator. The offer price for stock
options 2006 C in TietoEnator will be determined during the offer
period as soon as practicable after the exercise price for such stock
options has been determined pursuant to the terms and conditions of
the 2006 stock option plan of TietoEnator. In the tender offer, the
price offered per stock option in TietoEnator is calculated by
deducting the exercise price of the stock option in question from the
offer price per share in TietoEnator. However, in any event, the
offer price per each stock option in TietoEnator shall not be less
than EUR 0.01.
The offer period is expected to commence on or about 2 April 2008,
and to expire on or about 28 April 2008, as set out in the terms and
conditions of the tender offer.
A precondition for the completion of the tender offer is that the
requirements set forth below are fulfilled or that the fulfillment of
all or some of them is waived by Cidron Services:
(i) All necessary permits, consents, approvals and actions from
applicable regulatory, governmental or similar authorities for the
completion of the Tender Offer have been obtained, in each case, on
terms which, in Cidron Services' opinion, are acceptable;
(ii) No final and non-appealable order preventing the completion of
the tender offer shall have been issued by any court of competent
jurisdiction;
(iii) The tender offer has been bindingly accepted by shareholders
representing at least 90 percent of all shares and voting rights
inTietoEnator on a fully diluted basis (including shares already
owned by Cidron Services or its affiliates);
(iv) There is no circumstance, which Cidron Services or its
affiliates did not have knowledge about at the time of the
announcement of the tender offer, that has occurred and that either
has or is likely to have a material adverse effect upon TietoEnator's
or its subsidiaries' business, assets, financial condition or results
of operations;
(v) Save as publicly announced by TietoEnator prior to the date when
the tender offer was announced or as otherwise disclosed in writing
to Cidron Services and its affiliates prior to that date, Cidron
Services has not discovered that any information publicly disclosed
by TietoEnator or otherwise made available to Cidron Services or its
affiliates is materially inaccurate or misleading or that any
material information which should have been publicly
disclosed by TietoEnator has not been so disclosed; and
(vi) The financing required for the completion of the Tender Offer
that has been bindingly offered to Cidron Services by the financing
banks continues to remain available for Cidron Services at the
completion of the tender offer.
Cidron Services expects to receive the relevant regulatory approvals
during the above-mentioned offer period. Cidron Services may extend
or discontinue the offer period at any time in accordance with the
terms and conditions of the tender offer. Cidron Services reserves
the right to withdraw the tender offer in the event that it is clear
that any of the above preconditions are not fulfilled or cannot be
fulfilled. Cidron Services may, to the extent permitted by law, waive
any of the aforementioned preconditions to completion that are not
fulfilled. If all preconditions to completion have been fulfilled or
Cidron Services has waived the requirement for the fulfillment of all
or some of them, Cidron Services will consummate the tender offer in
accordance with its terms and conditions after the expiry of the
offer period by purchasing TietoEnator's shares and stock options and
paying the consideration to the shareholders and the holders of stock
options that have validly accepted the tender offer.
The detailed terms and conditions of the tender offer will be
included in a tender offer document, which will be published prior to
the commencement of the offer period.
Following the completion of the tender offer, Cidron Services intends
to commence a compulsory acquisition of the remaining shares of
TietoEnator under the Finnish Companies Act and to delist the shares
and stock options of TietoEnator, as applicable, from the Helsinki
Stock Exchange and the Stockholm Stock Exchange as soon as possible.
TIETOENATOR ABP
DISTRIBUTION
Helsinki Stock Exchange
Stockholmsbörsen
Centrala media
TietoEnator är en av de ledande arkitekterna bakom uppbyggnaden av
ett effektivare informationssamhälle och dessutom ett av Europas
största IT-konsultföretag. TietoEnator fokuserar på konsulttjänster,
utveckling samt drift och förvaltning av kundernas verksamheter i den
digitala ekonomin. Koncernens tjänster bygger på en kombination av
djup branschkunskap och kompetens inom den senaste IT-utvecklingen.
TietoEnator har cirka 16 000 specialister i nästan 30 länder.
www.tietoenator.com