Clausal Computing Oy commences the cash tender offer for all shares and stock options in Tectia Corporation on March 19, 2012
Not for release, publication or distribution in Australia, Canada, Japan, South Africa or the United States.
Press release March 15, 2012 at 16.30
Clausal Computing Oy commences the cash tender offer for all shares and stock options in Tectia Corporation on March 19, 2012
Clausal Computing Oy (”Clausal Computing” or the ”Offeror”) announces that it will commence the cash tender offer (the “Tender Offer”) to purchase all the shares (the “Shares”) and stock options entitling to Shares (the “Stock Options”) in Tectia Corporation (“Tectia” or the ”Company”) not already owned by Tectia or its subsidiaries or by the Offeror or its affiliates on March 19, 2012. The Tender Offer also concerns the Shares owned by SSH Management Investment Oy, a subsidiary of Tectia.
Clausal Computing is a company wholly-owned by Tatu Ylönen. Currently, Clausal Computing owns 635,000 Shares and Tatu Ylönen owns 13 919 048 Shares, representing together approximately 47.64 percent of the Shares issued by Tectia and approximately 49.99 percent of voting rights attached to the Shares. Tatu Ylönen, who acts as the Managing Director and Board member of Tectia, does not participate in the Board work or other work in Tectia relating to the Tender Offer.
The cash price offered in the Tender Offer is EUR 0.50 per Share, corresponding to a premium of 25.0 percent compared to the closing price of EUR 0.40 of the Shares on March 7, 2012, the last trading day preceding the announcement of the Tender Offer. The offered price corresponds to a premium of approximately 21.9 percent compared to the volume-weighted average trading price of the Shares during the three-month period, and a premium of approximately 32.7 percent compared to the volume-weighted average trading price of the Shares during the six-month period. The last trading day which has been considered in calculating the volume-weighted average trading prices is March 7, 2012.
The cash price offered for each Stock Option for which the Tender Offer has been validly accepted is:
- EUR 0.47 cash for each I/1999 Stock Option;
- EUR 0.01 cash for each I/2000 Stock Option;
- EUR 0.01 cash for each II/2000 Stock Option;
- EUR 0.01 cash for each II/2002 Stock Option; and
- EUR 0.01 cash for each III/2002 Stock Option.
The offer period of the Tender Offer (the “Offer Period”) will commence on March 19, 2012 at 10:00 a.m. (Finnish time) and expire on April 11, 2012 at 4:00 p.m. (Finnish time).
The completion of the Tender Offer is conditional on, amongst other things, the binding acceptance of the Tender Offer in respect of Shares representing (together with Shares already owned by Clausal Computing and its affiliates) more than 50 percent of the Shares and voting rights in Tectia on a fully diluted basis. Clausal Computing reserves the right to waive any of the conditions to completion of the Tender Offer. The terms and conditions of the Tender Offer, including the conditions for the completion of the Tender Offer in their entirety, are included as an appendix to this press release.
Clausal Computing notifies the preliminary result of the Tender Offer by a stock exchange release on or about the first banking day following the expiry of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the notification of the preliminary result, it will be notified whether the Offer will be completed and whether the Offer Period will be extended. Clausal Computing notifies the final result of the Tender Offer on or about the third banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the notification of the final result, the number of those Shares and Stock Options in respect of which the Tender Offer has been accepted and not validly withdrawn will be confirmed.
Most of the Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to shareholders registered in the shareholders’ register of Tectia and to holders of Stock Options. Such shareholders and holders of Stock Options who do not receive such a notice from their account operator may contact the offices of any cooperative bank belonging to the OP Group or the offices of Helsinki OP Bank Plc. Such shareholders who hold nominee registered shares must provide their acceptance in accordance with the instructions of the administrators of their nominee registrations.
The Finnish Financial Supervisory Authority has on March 15, 2012 approved the Finnish language tender offer document relating to the Tender Offer (the “Tender Offer Document”). The Tender Offer Document will be available from March 16, 2012 onwards at the offices of cooperative banks belonging to the OP Pohjola Group or at the offices of Helsinki OP Bank Plc, at the premises of Nasdaq OMX Helsinki Ltd, address Fabianinkatu 14, FI-00130 Helsinki, as well as at the premises of Clausal Computing, address Kutojantie 3, FI-02630 Espoo. The Tender Offer Document is also available on the internet at www.op.fi/merkinta.
The Offeror or its affiliates may purchase Shares also outside the Tender Offer at a price which is at the maximum the same as the cash price offered in the Tender Offer.
Pohjola Corporate Finance Ltd acts as the financial advisor of the Offeror and as the arranger of the Tender Offer. White & Case LLP acts as the legal advisor of the Offeror in connection with the Tender Offer.
Clausal Computing,
Tatu Ylönen, the Managing Director, owner
TERMS AND CONDITIONS OF THE TENDER OFFER
Object of the Tender Offer
Pursuant to the terms and conditions of the Tender Offer, the Offeror offers to purchase (i) all issued and outstanding Shares which are not owned by the Company or its subsidiaries or by the Offeror or its Affiliates (as defined below); and (ii) all issued and outstanding stock options issued by the Company which entitle their holder to subscribe for the Shares and which are not owned by the Company or its subsidiaries or the Offeror or its Affiliates. As an exception to the foregoing limitation, the Tender Offer also concerns the Shares owned by SSH Management Investment Oy (“SSH Management”), a subsidiary of the Company.
If a holder of Stock Options subscribes for new Shares in accordance with the terms and conditions of the Stock Option Plan of the Company before the expiration of the Offer Period (including any extended or discontinued extended Offer Period), the Stock Option holder has the right to accept the Tender Offer within the Offer Period (including any extended or discontinued extended Offer Period) in respect of the new Shares subscribed for on the basis of any Stock Options after the new Shares have been registered on the book-entry account of the subscriber.
”Affiliates” refer in these terms and conditions of the Tender Offer to Tatu Ylönen and companies which are under his control, except for the Offeror. The Offeror is wholly-owned by Tatu Ylönen.
Share Consideration and Stock Option Consideration
The offer consideration for each Share in the Tender Offer is EUR 0.50 in cash, provided, that the Tender Offer has been validly approved according to the terms and conditions of the Tender Offer and that the acceptance has not been validly withdrawn (the “Share Consideration”).
The offer consideration for each Stock Option in the Tender Offer is:
(vi) EUR 0.47 in cash for each I/1999 Stock Option (the “I/1999 Stock Option Consideration”)
(vii) EUR 0.01 in cash for each I/2000 Stock Option (the “I/2000 Stock Option Consideration”)
(viii) EUR 0.01 in cash for each II/2000 Stock Option (the “II/2000 Stock Option Consideration”)
(ix) EUR 0.01 in cash for each II/2002 Stock Option (the “II/2002 Stock Option Consideration”), and
(x) EUR 0.01 in cash for each III/2002 Stock Option (the “III/2002 Stock Option Consideration”; the I/1999 Stock Option Consideration, the I/2000 Stock Option Consideration, the II/2000 Stock Option Consideration and the III/2002 Stock Option Consideration, together the “Stock Option Consideration”)
provided, that the Tender Offer has been validly approved in accordance with its terms and conditions and that such acceptance has not been validly withdrawn.
The Share Consideration and the Stock Option Consideration (together the “Consideration”) have been determined based on 30,549,208 Shares (all issued Shares other than Shares which are owned by the Company or its subsidiaries but, however, taking into account the shares owned by SSH Management) and 65,875 Stock Options issued and outstanding as at the date of the Tender Offer Document. In the event that the number of Shares or Stock Options increases or the Company issues special rights entitling to Shares in accordance with Chapter 10 of Finnish Limited Liability Companies Act (624/2006, as amended) (the “Companies Act”) prior to the Completion Date (as defined under “─Conditions to Completion of the Tender Offer” below), other than any issuance of Shares pursuant to the exercise of any Stock Options, the Offeror shall have the right to adjust the Share Consideration and/or the Stock Option Consideration accordingly.
If a decision is made at a general meeting of shareholders of the Company prior to the Completion Date to distribute dividends or other assets in accordance with Chapter 13, Section 1 of the Companies Act, to which a holder of Shares who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution per Share Option as the case may be, will be deducted from the Share Consideration as applicable.
Tender Offer Period
The tender offer period begins at 10:00 a.m. (Finnish time) on March 19, 2012 and expires at 16.00 p.m. (Finnish time) on April 11, 2012, unless the offer period is extended or any extended offer period is discontinued as described below (the “Offer Period”). The acceptance of the Tender Offer must be received by the recipient, as described below under “—Tender Offer Acceptance Procedure” below, before the expiration of the Offer Period.
The Offeror may extend the Offer Period at any time. The Offeror will announce a possible extension of the Offer Period in a stock exchange release on the first banking day following the expiration of the original Offer Period, at the latest. Furthermore, the Offeror will announce any possible further extension of an already extended Offer Period or an extension of a discontinued extended Offer Period on the first banking day following the expiration of an already extended Offer Period or a discontinued extended Offer Period, at the latest.
The duration of the Offer Period in its entirety may be ten (10) weeks at the maximum. If, however, the conditions to the completion of the Tender Offer have not been fulfilled due to a particular obstacle as provided in Standard 5.2c of the Finnish Financial Supervision Authority on Public Tender Offer and Offer Obligation, the Offeror may extend the duration of the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had reasonable time to consider the situation in question. In this case, the Offeror shall announce a new expiration date no less than (2) weeks prior to the date of expiration of any extended Offer Period.
The Offeror may discontinue any extended Offer Period. The Offeror will announce its decision on the discontinuation of any extended Offer Period as soon as possible after such decision has been taken and, in any case, no less than one (1) week prior to the expiration of the discontinued extended Offer Period. If the Offeror discontinues an extended Offer Period, the Offer Period will expire at an earlier time on a date announced by the Offeror, unless the Offeror continues the Offer Period again as provided above.
Conditions to Completion of the Tender Offer
A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the “Conditions to Completion”) are fulfilled on or by the date when the trades in respect of Shares validly tendered in the Tender Offer are executed as set forth below under “—Completion of the Tender Offer” and “—Terms of Payment, Settlement and Delivery of Consideration” below (the “Completion Date”) or that the fulfillment of all or some of them is waived by the Offeror:
(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 the Offeror’s 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 or by any regulatory authority;
- The Tender Offer has been bindingly accepted in respect of Shares representing (together with the Shares already owned by the Offeror and its affiliates) over 50 percent of all Shares and voting rights in the Company on a fully diluted basis;
- There is no event, change or circumstance, which the Offeror 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 the Company’s or its subsidiaries’ business, assets, financial condition or result of operations; and
- The external financing offered to the Offeror for the Tender Offer continues to remain available for the Offeror at the agreed terms.
The Offeror reserves the right to withdraw the Tender Offer in the event that it becomes clear that any of the aforementioned Conditions to Completion are not fulfilled or cannot be fulfilled.
The Offeror may, to the extent permitted by law, waive any of the aforementioned Conditions to Completion that are not fulfilled. If all Conditions to Completion have been fulfilled or the Offeror has waived the requirement for the fulfillment of all or some of them on the Completion Date at the latest, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the Offer Period by purchasing Shares and Stock Options validly tendered in the Tender Offer and paying the Share Consideration and the Stock Option Consideration to the shareholders and the holders of Stock Options that have validly accepted the Tender Offer in accordance with
“—Completion of the Tender Offer” and “—Terms of Payment, Settlement and Delivery of Consideration”, below.
Obligation to Increase the Tender Offer Consideration and to Pay Compensation
The Offeror reserves to itself and its Affiliates the right to buy and/or sell Shares and/or Stock Options during the Offer Period also in public trading on NASDAQ OMX Helsinki Ltd (the “Helsinki Stock Exchange”) or otherwise.
Should the Offeror or another party related to the Offeror in the meaning of Chapter 6, Section 10, subsection 2 of the Finnish Securities Market Act (495/1989, as amended) (the “Finnish Securities Market Act”) acquire Shares and/or Stock Options during the Offer Period at a price higher than the applicable consideration, or otherwise on more favorable terms, the Offeror shall, in accordance with Chapter 6, Section 13 of the Finnish Securities Market Act, amend the terms and conditions of the Tender Offer to correspond with the terms and conditions of the above-mentioned acquisition on more favorable terms (increase obligation). In such case, the Offeror shall make public its increase obligation without delay and will pay the difference between the consideration paid in an acquisition on more favorable terms and either the Share Consideration or the Stock Option Consideration, as applicable, to those shareholders and/or holders of Stock Options that have accepted the Tender Offer in connection with the completion of the Tender Offer.
Should the Offeror or another party related to the Offeror in the meaning of Chapter 6, Section 10, subsection 2 of the Finnish Securities Market Act acquire Shares and/or Stock Options during 9 months after the Offer Period at a price higher than the applicable consideration, or otherwise on more favorable terms, the Offeror shall, in accordance with Chapter 6, Section 13 of the Finnish Securities Market Act, pay the difference between the consideration paid in an acquisition on more favorable terms and the applicable consideration (compensation obligation). In such case, the Offeror shall make public its compensation obligation without delay and will pay the difference between the consideration paid in an acquisition on more favorable terms and the Share Consideration or the Stock Option Consideration, as applicable, within one (1) month of the date when the compensation obligation arose for those shareholders and/or the holders of Stock Options that accepted the Tender Offer.
In accordance with Chapter 6, Section 13, subsection 5 of the Finnish Securities Market Act, the compensation obligation does not arise, if the higher price of the Share Consideration is based on an arbitration award in accordance with the Companies Act, provided that the Offeror or another party related to the Offeror in the meaning of Chapter 6, Section 10, subsection 2 of the Finnish Securities Market Act, has not offered to acquire Shares on terms that are more favourable than those of the Tender Offer before or during the arbitration proceedings.
Tender Offer Acceptance Procedure
The Tender Offer may be accepted by (i) a shareholder registered during the Offer Period in the shareholders’ register of the Company, with the exception of the Company and its subsidiaries; and (ii) a holder of Stock Options registered during the Offer Period in the register of holders of Stock Options, with the exception of the Company and its subsidiaries. As an exception to the foregoing limitation, the Tender Offer may also be accepted by SSH Management, a subsidiary of the Company, which owns Shares.
Shares and Stock Options registered in the Book-Entry System
Acceptance of the Tender Offer must be provided for each book-entry account. The shareholders of the Company and holders of Stock Options, as the case may be, providing an acceptance must have a cash account with a financial institution operating in Finland. Shareholders and holders of Stock Options may only approve the Tender Offer unconditionally and for all Shares or Stock Options that are held in the book-entry accounts mentioned in the acceptance form at the time of the execution of the transaction with respect to the Shares or Stock Options of such shareholder or holder of Stock Options. Acceptances provided during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any.
Most of the Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to (i) shareholders of the Company registered in the shareholders’ register and (ii) the holders of Stock Options who are their customers. Should shareholders or the holders of Stock Options not receive instructions or an acceptance form from their account operator (such as Euroclear Finland Ltd), the shareholders and the holders of Stock Options can also contact the offices of any cooperative bank belonging to the OP-Pohjola Group and Helsinki OP Bank Plc in Finland, where such shareholders or holders of Stock Options can receive all necessary information and can provide their acceptance of the Tender Offer.
Those shareholders of the Company and holders of Stock Options whose Shares or Stock Options, as applicable, are nominee-registered and who wish to accept the Tender Offer, must provide their acceptance in accordance with the instructions given by the administrator of their nominee registrations. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of the Company or holders of Stock Options.
With respect to pledged Shares or Stock Options, acceptance of the Tender Offer requires the consent of the pledgee. Acquiring this consent is the responsibility of the relevant shareholders or holders of Stock Options, as applicable. The pledgee’s consent must be delivered to the account operator in writing.
Those shareholders or holders of Stock Options that accept the Tender Offer must provide their acceptance to the account operator that manages their book-entry account according to the instructions and during the time period given by the account operator or, if the account operator in question will not receive the acceptance (such as Euroclear Finland Ltd), shareholders or holders of Stock Options can contact the offices of any cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc in Finland to accept the Tender Offer. The Offeror reserves the right to reject any acceptances that have been provided erroneously or deficiently.
Any acceptance must be delivered so that it will be received within the Tender Offer Period (including any extended or discontinued extended Offer Period) taking into account, however, the instructions given by the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period. Shareholders of the Company and holders of Stock Options deliver the acceptance at their own risk. The acceptance will be considered as delivered only when an account operator, a cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc has actually received it.
Each shareholder of the Company and holder of Stock Options, who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer, may not sell or otherwise control the Shares or Stock Options, as applicable, owned by them. By accepting the Tender Offer, the shareholders and holders of Stock Options authorize Pohjola Bank plc (“Pohjola Bank”) and a party authorized by Pohjola Bank or their account operator to enter into their book-entry account transfer restrictions or a sales reservation in the manner described under “—Technical Completion of the Tender Offer” below after the holder has delivered an acceptance with respect to the Shares and the Stock Options, as applicable. Furthermore, those holders of Shares or Stock Options that accept the Tender Offer authorize Pohjola Bank or the party authorized by Pohjola Bank or their account operator to perform any other necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all Shares and Stock Options held by the shareholder of the Company and the holder of Stock Options at the time of the execution of the transaction, as applicable, to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the execution of transactions or settlement of the Tender Offer, the transfer restriction and sales reservation is removed and the applicable monetary consideration is paid to the shareholders and the holders of Stock Options.
II/2000 Stock Options not registered in the Book-Entry System
Each holder of II/2000 Stock Options providing an acceptance must have a cash account with a financial institution operating in Finland. A holder of II/2000 Stock Options may only approve the Tender Offer unconditionally and in respect of all the transferable II/2000 Stock Options owned by it. Acceptances provided during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period.
PCF shall send a notice regarding the Tender Offer and related instructions and an acceptance form to holders of II/2000 Stock Options registered in the list of Stock Option holders during the Offer Period. Should the holders of II/2000 Stock Options not receive instructions or an acceptance form from PCF, or instructions and an acceptance form cannot be sent because of missing address information, the holders of II/2000 Stock Options can also contact the offices of any cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc in Finland, where such holders of II/2000 Stock Options can receive all necessary information and can provide their acceptance of the Tender Offer.
With respect to pledged II/2000 Stock Options, the acceptance of the Tender Offer requires the consent of the pledgee. Acquiring such consent is the responsibility of a holder of II/2000 Stock Options. The pledgee’s consent must be delivered in writing.
Those holders of II/2000 Stock Options who accept the Tender Offer must fill, sign and personally return the acceptance form to the offices of any cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc in Finland in accordance with the given instructions and within the set time limit. A holder of II/2000 Stock Options must deliver the certificates for the II/2000 Stock Options with appropriate endorsement as appendix to the acceptance form to the offices of any cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc in Finland. If necessary, a cooperative bank belonging to the OP-Pohjola Group or an office of Helsinki OP Bank Plc will give a receipt to the holder of II/2000 Stock Options stating that the bank has received the certificate relating to II/2000 Stock Options and deposits the certificate on behalf of the holder of II/2000 Stock Options during the Offer Period and also during an extended Offer Period. The Offeror reserves the right to reject any acceptances that have been provided erroneously or deficiently.
In the event that the certificate for the II/2000 Stock Options is in the possession of the Company, a holder of II/2000 Stock Options authorizes, with the acceptance form, an office of any cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc to request the certificate from the Company and, in case the Tender Offer is completed, to endorse the certificate to the Offeror.
Any acceptance must be delivered so that it will be received within the Tender Offer Period (including any extended or discontinued extended Offer Period), however, by taking into account the given instructions. A cooperative bank belonging to the OP-Pohjola Group or an office of Helsinki OP Bank Plc may request an acceptance before expiration of the Offer Period.
Each holder of II/2000 Stock Options, who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer, may not sell or otherwise control the II/2000 Stock Options owned by it. By accepting the Tender Offer, the holders of II/2000 Stock Options authorize any cooperative bank belonging to the OP-Pohjola Group or offices of Helsinki OP Bank Plc to sell the II/2000 Stock Options to the Offeror in accordance with the terms and conditions of the Tender Offer.
Withdrawal of Acceptance of Tender Offer
An acceptance of the Tender Offer may be withdrawn by a shareholder of the Company or a holder of Stock Options any time before the expiration of the Tender Offer Period (including any extended or discontinued extended Offer Period).
A valid withdrawal of the Tender Offer requires that a withdrawal notification in writing is delivered to the account operator to which the original Tender Offer acceptance notification was delivered. If the acceptance has been delivered to an office of a cooperative bank belonging to the OP-Pohjola Group or to an office of Helsinki OP Bank Plc, the withdrawal notification must also be delivered to such office.
For nominee-registered securities, shareholders of the Company and holders of Stock Options must request the relevant administrator managing the nominee registration to execute a withdrawal notification.
If a shareholder of the Company or a holder of Stock Options validly withdraws an acceptance of the Tender Offer, the transfer or sales restriction registered on the book-entry account regarding the relevant Shares or Stock Options will be removed as soon as possible and at the latest within three (3) banking days after a notice regarding the withdrawal of an acceptance of the Tender Offer has been received in accordance with the terms and conditions of the Tender Offer. If a holder of II/2000 Stock Options validly withdraws an acceptance of the Tender Offer, the certificates for the II/2000 Stock Options can be collected from the cooperative bank belonging to the OP-Pohjola Group or the office of Helsinki OP Bank Plc, where the certificates and also the withdrawal notice has been delivered.
A shareholder of the Company or a holder of Stock Options, who has validly withdrawn its acceptance of the Tender Offer, may accept the Tender Offer again during the Offer Period (including any extended or discontinued extended Offer Period) by following the procedure set out under “—Tender Offer Acceptance Procedure.”
A shareholder of the Company or a holder of Stock Options, who withdraws its acceptance, is obligated to pay any fees that the account operator operating the relevant book-entry account or the nominee of a nominee-registered holding may collect for the withdrawal.
Technical Completion of the Tender Offer in the Book-Entry System
When an account operator or any of the cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc has received an acceptance with respect to the Shares or Stock Options conforming with the terms and conditions of the Tender Offer, the account holder or the cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc will enter a sales reservation or a restriction on the right of disposal in the said book-entry account. In connection with the completion transaction of the Tender Offer or the clearing thereof, the sales reservation or the restriction on the right of disposal will be revoked and the applicable consideration will be paid to the shareholder or the holder of Stock Options, as the case may be.
If a shareholder of the Company or a holder of Stock Options exercises the right to withdraw the acceptance of the Tender Offer, any sales reservations or restrictions on the right of disposal with respect to the Shares or Stock Options will be revoked within three (3) banking days of the receipt of a withdrawal notification. In such case, the Offeror will not pay any compensation to the shareholders or the holders of Stock Options for any fees that the account operator operating the relevant book-entry account or the nominee of a nominee-registered holding may collect for the withdrawal.
Announcement of the Preliminary and Final Result of the Tender Offer
The preliminary result of the Tender Offer will be notified by a stock exchange release on or about the first (1st) banking day following the expiry of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the notification of the preliminary result, it will be notified whether the Offer will be completed and whether the Offer Period will be extended. The final result of the Tender Offer will be notified on or about the third (3rd) banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the notification of the final result, the number of those Shares and Stock Options in respect of which the Tender Offer has been accepted and not validly withdrawn will be confirmed.
Completion of the Tender Offer
Shares and Stock Options registered in the Book-Entry System
The Tender Offer will be completed with respect to all of those shareholders of the Company and holders of Stock Options who have validly accepted the Tender Offer and who have not withdrawn their acceptance, on the Completion Date which is no later than the fifth (5th) banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period), preliminarily on April 18, 2012. If possible, the completion trades of the Shares will be executed on the Helsinki Stock Exchange provided that the rules applied to trading on the Helsinki Stock Exchange allow that. Otherwise, the completion trades will be made outside the Helsinki Stock Exchange. The completion trades will be settled on or about the third (3rd) banking day following the completion trades (the “Clearing Day”), preliminarily on April 23, 2012.
If possible, the completion trades regarding the Stock Options will be made on the Helsinki Stock Exchange provided that the rules applied to trading in the Helsinki Stock Exchange allow that. Otherwise, the completion trades will be made outside the Helsinki Stock Exchange. The completion trades for Stock Options will be made on the same Completion Date and Clearing Day as the completion trades for the Shares.
II/2000 Stock Options not registered in the Book-Entry System
The Tender Offer will be completed no later than on the Clearing Day with respect to all of those holders of II/2000 Stock Options who have validly accepted the Tender Offer.
Terms of Payment, Settlement and Delivery of Consideration
The Share Consideration will be paid on the Clearing Day to each shareholder of the Company, who has validly accepted the Tender Offer, into the management account of the shareholder’s book-entry account. The Stock Option Consideration will be paid on the Clearing Day to a Stock Option holder who has validly accepted the Tender Offer, into the management account of the holder’s book-entry account, or in respect of II/2000 Stock Options, to the holder’s account notified on the acceptance form. If the management account of a shareholder of the Company or a holder of Stock Options is with a different financial institution than the applicable book-entry account, the Share Consideration or the Stock Option Consideration, as applicable, will be paid into such bank account approximately two (2) banking days later in accordance with the schedule for payment transactions between financial institutions.
Transfer of Title
Title to the Shares and Stock Options in respect of which the Tender Offer has been validly accepted, and not validly withdrawn, will pass to the Offeror on the Clearing Day against payment of the Share Consideration or the Stock Option Consideration.
Transfer Tax
The Offeror will pay any transfer tax that may be charged in Finland in connection with the sale of Shares and Stock Options pursuant to the Tender Offer.
Other Payments
Each shareholder of the Company and holder of Stock Options is liable for payments which, based on an agreement made with the holder, an account operator may charge for the fees and commissions charged by account operators, custodians, administrators of nominee-registered Shares or Stock Options or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of Shares or Stock Options. Each shareholder of the Company and holder of Stock Options is liable for fees that relate to a withdrawal of an acceptance made by the shareholder or holder of Stock Options.
The Offeror is liable for other customary costs caused by the registration of entries in the book-entry system required by the Tender Offer, the execution of trades pertaining to Shares and Stock Options pursuant to the Tender Offer and the payment of the Share Consideration and the Stock Option Consideration, as applicable.
Should a competing tender offer be made by a third party during the Offer Period and should a shareholder of the Company or a holder of Stock Options therefore or otherwise withdraw its acceptance of the Tender Offer, certain account operators may charge the holder separately for the registration of the relevant entries regarding the acceptance and withdrawal as explained above under “—Right of Withdrawal of Acceptance.” A shareholder of the Company or a holder of Stock Options, who withdraws its acceptance, is liable to pay all payments, which the book-entry account operator or administrator of nominee-registered Shares or Stock Options may charge due to the withdrawal.
Other Matters
The Tender Offer Document and the Tender Offer shall be governed by the laws of the Republic of Finland and any disputes pertaining thereto shall be settled exclusively in a Finnish court of law.
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. Should the Finnish Financial Supervision Authority give an order regarding an extension of the Offer Period, the Offeror reserves the right to decide upon the withdrawal of the Tender Offer in accordance with Chapter 6, Section 5 of the Finnish Securities Market Act.
The Offeror and its Affiliates reserve the right to dispose of Tectia’s Shares and/or Stock Options acquired before, during or after the expiration of the Offer Period as it deems appropriate.
Should a competing tender offer be published by a third party during the Offer Period, the Offeror reserves the right, as stipulated in Chapter 6, Section 8 of the Finnish Securities Market Act, to (i) decide upon an extension of the Offer Period; (ii) decide upon an amendment of the terms and conditions of the Tender Offer; and (iii) decide, during the Offer Period but before the expiration of the competing offer, to let the Tender Offer lapse.
The Offeror will decide on all other matters related to the Tender Offer.
The Tender Offer is not being made, and the Shares and Stock Options will not be accepted for purchase from or on behalf of any persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Tender Offer Document. The Tender Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, South Africa or the United States and the Tender Offer Document and any and all materials related thereto should not be sent in or into Australia, Canada, Japan, South Africa or the United States.