TERVEYSTALO HEALTHCARE OYJ STOCK EXCHANGE RELEASE
January 23, 2009 at 4:35 p.m.
STAR HEALTHCARE OY WILL COMMENCE THE PUBLIC TENDER OFFER FOR ALL THE SHARES AND
OPTION RIGHTS IN TERVEYSTALO HEALTHCARE OYJ ON JANUARY 26, 2009
The Board of Directors of Terveystalo Healthcare Oyj (“Terveystalo”) has today
received information that Star Healthcare Oy will on January 26, 2009 commence
the public tender offer for all the shares and option rights of Terveystalo not
owned by the company.
The Finnish Financial Supervisory Authority has today approved the offer
document relating to the Tender Offer.
The acceptance period under the Tender Offer commences on 26 January 2009 at
9:30 am Finnish time and expires on 16 February 2009 at 4:00 pm Finnish time.
Star Healthcare reserves the right to extend the acceptance period in
accordance with the terms and conditions of the Tender Offer.
The Tender Offer Document will be available in Finnish and English from 26
January 2009 onwards at the office of Skandinaviska Enskilda Banken AB (publ)
Helsinki Branch (“SEB”) at Unioninkatu 30, FI-00100 Helsinki, Finland and at
the office of NASDAQ OMX Helsinki Ltd. at Fabianinkatu 14, FI-00130 Helsinki,
Finland, and on the internet at www.seb.fi and www.terveystalo.com.
The press release published by Star Healthcare Oy including the terms and
conditions of the tender offer is attached to this stock exchange release in
its entirety (APPENDIX 1).
TERVEYSTALO HEALTHCARE OYJ
Board of Directors
FURTHER INFORMATION:
Kari Neilimo, Vice Chairman of the Board of Directors, Terveystalo Healthcare
Oyj, tel. +358 50 1754
TERVEYSTALO:
Terveystalo is Finland's leading healthcare service company, offering versatile
healthcare, occupational healthcare, diagnostics and hospital services. The
company has more than 100 units around the country. Terveystalo, which was
founded in 2001, has grown strongly. The company share is listed on the NASDAQ
OMX Helsinki Ltd. under the code SUT1V.
www.terveystalo.com
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd.
Principal media
www.terveystalo.com
APPENDIX 1:
STAR HEALTHCARE OY RELEASE 23 January 2009 at 4.30 p.m.
STAR HEALTHCARE OY WILL COMMENCE THE PUBLIC TENDER OFFER FOR ALL THE SHARES AND
OPTION RIGHTS IN TERVEYSTALO HEALTHCARE OYJ ON 26 JANUARY 2009
Star Healthcare Oy ("Star Healthcare"), a newly incorporated Finnish limited
liability company ultimately owned by Bridgepoint Europe IV, the latest fund of
the European private equity manager Bridgepoint, announced on 19 January 2009 a
public tender offer to purchase all of the issued and outstanding shares in
Terveystalo Healthcare Oyj ("Terveystalo") that are not owned by Terveystalo
and option rights in Terveystalo (the "Tender Offer"). The Board of Directors
of Terveystalo unanimously recommends the shareholders and holders of option
rights to accept the Tender Offer.
The price offered in the Tender Offer is EUR 2.00 per share in cash. The offer
price represents a premium of 203.0 per cent compared to the closing price of
the Terveystalo shares on NASDAQ OMX Helsinki on 16 January 2009, the last
trading day preceding the announcement of the Tender Offer, a premium of 197.2
per cent compared to the volume-weighted average trading price of the
Terveystalo shares on NASDAQ OMX Helsinki during the last 3 months preceding
the announcement of the Tender Offer, and a premium of 77.6 per cent compared
to the volume-weighted average trading price during the last 12 months
preceding the announcement of the Tender Offer. The offer price for the option
rights is EUR 0.20 in cash for each option right.
Terveystalo shareholders representing in total approximately 54.8 per cent of
the shares and votes in Terveystalo, including Mutual Pension Insurance
Companies Ilmarinen and Varma, other major insurance companies, Finnish mutual
funds and certain Board members (personally and/or through entities controlled
by them), the Managing Director and certain members of the management team of
Terveystalo, have to date undertaken irrevocably and unconditionally to accept
the Tender Offer.
The acceptance period under the Tender Offer commences on 26 January 2009 at
9:30 am Finnish time and expires on 16 February 2009 at 4:00 pm Finnish time.
Star Healthcare 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 “Tender Offer Document”). The Tender
Offer Document will be available in Finnish and English from 26 January 2009
onwards at the office of Skandinaviska Enskilda Banken AB (publ) Helsinki
Branch (“SEB”) at Unioninkatu 30, FI-00100 Helsinki, Finland and at the office
of NASDAQ OMX Helsinki at Fabianinkatu 14, FI-00130 Helsinki, Finland, and on
the internet at www.seb.fi and www.terveystalo.com.
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 Terveystalo. SEB will send a notification of the Tender Offer,
including instructions and the relevant acceptance form, to all holders of
option rights registered in the optionholders' register of Terveystalo. The
acceptance must be given in accordance with the instructions and within the
time limits provided by the relevant book-entry account operator or SEB.
Shareholders who do not receive such notification from their book-entry account
operator or asset manager can contact SEB Securities Operations (tel. +358 9
6162 8037) where such shareholders will receive all necessary information and
can give their acceptance. Holders of option rights who do not receive such
notification from SEB can contact SEB Enskilda Corporate Finance Oy Ab (tel.
+358 9 6162 8101). A shareholder in Terveystalo 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.
The obligation of Star Healthcare to accept the shares and option rights
validly tendered and to complete the Tender Offer will be subject to the
fulfilment or, to the extent permitted by applicable law, waiver by Star
Healthcare of the conditions to completion set forth below in the terms and
conditions of the Tender Offer. Star Healthcare reserves the right to complete
the Tender Offer even if the conditions to completion of the Tender Offer would
not be fulfilled.
Star Healthcare reserves the right to purchase Terveystalo shares also outside
of the Tender Offer in public trading in NASDAQ OMX Helsinki or otherwise at a
price not exceeding the offer price of EUR 2.00 per share.
Star Healthcare 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 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 acceptance period. The announcement of the final
result will confirm the percentage of the shares and option rights that have
been validly tendered and not properly withdrawn 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).
SEB Enskilda acts as Star Healthcare's financial advisor and Roschier,
Attorneys Ltd. as Star Healthcare's legal advisor in connection with the Tender
Offer. SEB acts as the arranger of the Tender Offer.
STAR HEALTHCARE OY
Board of Directors
INFORMATION REGARDING BRIDGEPOINT
Bridgepoint is one of Europe's leading mid-market private equity managers with
a 25-year track record of investing in European businesses valued up to EUR 1
billion. It has a broad experience from a large number of buy-outs and
investments in a wide range of sectors. Within healthcare, Bridgepoint is an
active investor having made 12 investments across Europe with a total value of
EUR 4 billion since 2000 alone. Bridgepoint has made eleven investments in the
Nordic region since 1995, including A-Katsastus and Huurre in Finland.
www.bridgepoint.eu
INFORMATION REGARDING TERVEYSTALO HEALTHCARE OYJ
Terveystalo is Finland's leading healthcare service company, offering versatile
healthcare, occupational healthcare, diagnostics and hospital services. The
company has more than 100 units around the country. Terveystalo, which was
founded in 2001, has grown strongly. The company share is listed on the NASDAQ
OMX Helsinki Ltd under the code SUT1V.
www.terveystalo.com
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 IS NOT AND 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 in this release 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 (i) all of the issued and outstanding Shares in the Company not owned
by the Company and (ii) all of the issued and outstanding Option Rights in the
Company.
According to the terms and conditions of the Option Rights, the Option Rights
are not transferable before the relevant share subscription period has
commenced. The Board of Directors of Terveystalo may, however, resolve to
permit the transfer of the Option Rights also before the commencement of the
share subscription period. The Board of Directors of Terveystalo has
accordingly on 21 January 2009 resolved to grant a permission to the holders of
Option Rights to transfer the Option Rights to the Offeror by accepting the
Tender Offer and tendering the Option Rights into the Tender Offer despite the
transfer restrictions contained in the terms and conditions of the Option
Rights.
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 2.00 in cash.
The Option Right Offer Price for each Option Right validly tendered in
accordance with the terms and conditions of the Tender Offer is EUR 0.20 in
cash.
1.3 Offer Period
The Offer Period commences on 26 January 2009 at 9:30 am (Finnish time) and
expires on 16 February 2009 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 16 February 2009. 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 Offer Period. The Offeror also
reserves the right to extend the Offer Period in connection with an
announcement set forth in section 1.8 confirming that the Offeror will complete
the Tender Offer (such extended Offer Period shall be referred to as the
“Subsequent 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.
However, if the Conditions to Completion (as defined below) have not been
fulfilled due to a particular obstacle such as, for example, pending
competition clearances, the Offeror may extend the Offer Period beyond ten (10)
weeks until such obstacle has been removed and the Offeror has had a reasonable
time to respond to the situation. The date of the expiry of the extended Offer
Period will in such case be published at least two (2) weeks before such
expiry. Further, any Subsequent Offer Period may extend beyond ten (10) weeks.
The Offeror may discontinue any extended Offer Period should all the Conditions
to Completion be fulfilled or waived by the Offeror before the expiry of the
extended Offer Period and execute the sale and purchase of the Shares and
Option Rights validly tendered and not properly withdrawn in accordance with
sections 1.9 and 1.10 below. 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 Conditions 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 conditions (“Conditions to Completion”) on or prior to the date of
Offeror's announcement of the final result of the Tender Offer:
1) the valid tender of Shares representing, together with any Shares that the
Offeror may otherwise have acquired, more than 90 per cent of the issued and
outstanding shares and voting rights of Terveystalo;
2) the receipt of all necessary regulatory approvals, permits and consents,
including competition clearances, on terms acceptable to the Offeror;
3) no event, circumstance or change having occurred after the Announcement 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, 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 completion of the Tender Offer;
6) the Board of Directors of Terveystalo having issued its complete statement
regarding the Tender Offer (as required by the Finnish Securities Market Act)
within two banking days after the Announcement recommending the shareholders
and holders of Option Rights to accept the Tender Offer and such recommendation
remaining in force and not being modified or changed;
7) the Transaction Agreement not having been terminated and remaining in force;
and
8) the facilities under Terveystalo's Refinancing Facilities Agreement
remaining available in accordance with the terms and conditions of said
agreement.
“Material Adverse Change” means (i) any divestment or reorganization of any
material part or asset of Terveystalo or its subsidiaries, (ii) any termination
of any material existing debt or financing facility of Terveystalo and/or its
subsidiaries, (iii) Terveystalo or any of its subsidiaries becoming insolvent,
subject to administration, bankruptcy or any other equivalent proceedings or if
any legal proceedings or corporate action is taken by or against any of them in
respect of any such proceedings or (iv) if there is any material adverse change
in the business, assets, financial condition or results of operations of
Terveystalo and its subsidiaries, taken as a whole, excluding, however, any
change in economic or market conditions generally, such change not being
disproportionate in relation to Terveystalo relative to other industry
participants.
The Offeror reserves the right to waive, to the extent permitted by applicable
law, any of the Conditions to Completion that have 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 2.00.
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
Terveystalo 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 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 SEB Securities
Operations (tel. +358 9 6162 8037) 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. the
Finnish Central Securities Depository), such shareholder shall contact SEB 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. In the event
of a Subsequent Offer Period, the acceptance form shall be submitted so that it
is received during the Subsequent 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 SEB.
By accepting the Tender Offer, the shareholders of the Company authorize SEB 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
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 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.
Option Rights
SEB will send a notification of the Tender Offer, including instructions and
the relevant acceptance form, to all holders of Option Rights registered in the
optionholders' register of the Company. Holders of Option Rights who do not
receive such notification from SEB can contact SEB Enskilda Corporate Finance
Oy Ab (tel. +358 9 6162 8101).
A holder of Option Rights in the Company 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 SEB in accordance with
its instructions and within the time limit set by SEB. 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 SEB. In the event of a Subsequent
Offer Period, the acceptance form shall be submitted so that it is received
during the Subsequent Offer Period, however, always in accordance with the
instructions of SEB.
The method of delivery of acceptance forms is at the option and risk of a
holder of Option Rights, and the delivery will be deemed made only when
actually received by SEB.
By accepting the Tender Offer, the holders of Option Rights of the Company
authorize SEB to sell the Option Rights to the Offeror in accordance with the
terms and conditions of the Tender Offer.
A holder of Option Rights may accept the Tender Offer only unconditionally and
in relation to all of its Option Rights and subject to the right to withdraw
the Option Rights tendered in accordance with the terms and conditions of the
Tender Offer. The Offeror may reject any partial tender of the Option Rights.
A holder of Option Rights 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 Option Rights unless otherwise provided by mandatory law.
1.7 Withdrawal Rights
Shares and Option Rights 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. Any Shares or Option Rights validly
tendered during a Subsequent Offer Period, if any, may not be withdrawn.
The proper withdrawal of the Shares and Option Rights 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 Option Rights
was submitted. In case the acceptance form with respect to Shares and/or Option
Rights was submitted to SEB, the notice of withdrawal must be submitted to SEB.
In case of holdings that are registered in the name of a nominee, the
shareholder shall instruct the nominee to submit the notice of withdrawal.
If a shareholder 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 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 Option Rights 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, or in the event of a Subsequent Offer Period, prior
to the expiry of the Subsequent 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 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 not properly withdrawn
and (ii) whether the Tender Offer will be completed.
The Offeror will announce the percentage of the Shares and Option Rights
validly tendered during a possible Subsequent Offer Period on or about the
first (1st) Finnish banking day following the expiry of the Subsequent Offer
Period.
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 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.
In the event of a Subsequent Offer Period, the Offeror shall in connection with
the announcement thereof announce the terms of payment and settlement for
Shares tendered during such Subsequent Offer Period.
1.10 Terms of Payment and Settlement of Option Rights
The sale and purchase of the Option Rights validly tendered and not properly
withdrawn 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 SEB, 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.
In the event of a Subsequent Offer Period, the Offeror shall in connection with
the announcement thereof announce the terms of payment and settlement for
Option Rights tendered during such Subsequent Offer Period.
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. In the event of a Subsequent Offer
Period, title to the Shares validly tendered in the Tender Offer during the
Subsequent Offer Period will pass to the Offeror against the payment of the
Share Offer Price by the Offeror to the tendering shareholder on the date
announced by the Offeror in the announcement regarding the Subsequent Offer
Period.
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. In the event of a Subsequent Offer Period, title to the Option Rights
validly tendered in the Tender Offer during the Subsequent Offer Period will
pass to the Offeror against the payment of the Option Right Offer Price by the
Offeror to the tendering holder of Option Rights on the date announced by the
Offeror in the announcement regarding the Subsequent Offer Period.
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, as well as fees relating to a withdrawal of the tender by a
shareholder or a holder of Option Rights in accordance with section 1.7 above,
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 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.
STAR HEALTHCARE OY WILL COMMENCE THE PUBLIC TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN TERVEYSTALO HEALTHCARE OYJ ON JANUARY 26, 2009
| Source: Terveystalo Healthcare Oyj