OP-Pohjola has announced a public voluntary bid for Pohjola shares
| Source:Pohjola Pankki Oyj
POHJOLA BANK PLC
Stock exchange release
6 February 2014, 8.05 am
NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE
IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
OP-Pohjola has announced a public voluntary bid for Pohjola shares
OP-Pohjola Group Central Cooperative announced today a public voluntary bid (the
"Bid") for all outstanding Series A and K shares in Pohjola at a bid price of
EUR 16,80 per share (the "Bid Price"). OP-Pohjola expects the bid period to
begin on 22. February 2014 and end by 1. April 2014.
The Board of Directors of Pohjola Bank plc recognises the industrial logic
underlying the Bid, as stated in the announcement. The Bid Price includes a
premium of 18.1% from the closing price immediately before the announcement of
the Bid and a premium of 16.6% with respect to the weighted average trading
price over the past three months.
The Board of Directors has considered that the approach by OP-Pohjola has been
serious as provided in the Helsinki Takeover Code (Ostotarjouskoodi). The Board
of Directors has resolved that entering into negotiations with OP-Pohjola,
including the possibility for OP-Pohjola to conduct due diligence regarding
Pohjola, has been in the interests of all Pohjola's shareholders. The Bid
provides a reasonable alternative for shareholders in prevailing circumstances
* OP-Pohjola Group Central Cooperative holds directly or indirecly 39.3 % of
the shares and 62.4 % of the votes in Pohjola and is the central
institution of OP-Pohjola Group;
* Pohjola's regulatory environment is changing due to increasing capital
requirements, among other things;
* OP-Pohjola Group will possibly increase its capitalisation targets, as
announced by OP-Pohjola concurrently with the Bid; and
* the liquidity of the Pohjola shares may decrease as a result of the Bid.
The Board of Directors will assess the Bid in its entirety and its merits from
the perspective of Pohjola and its shareholders, after which the Board of
Directors will issue a statement concerning the Bid pursuant to applicable
regulation in due course (expected by 14 February 2014). Pohjola's Board of
Directors has set up a committee consisting of Board members with no ties to OP-
Pohjola Group Central Cooperative or the Bid to prepare the assessment by
Pohjola of the Bid. The committee members are Tom von Weymarn (Chairman), Jukka
Hienonen and Mirja-Leena (Mirkku) Kullberg. To meet quorum requirements, Board
members Jukka Hulkkonen and Marjo Partio have participated in Board meetings
regarding the Bid to the extent that decisions have been required to be taken.
Hulkkonen and Partio do not have a conflict of interest in the matter, but have
certain ties to the Bid as defined in the Helsinki Takeover Code. Hulkkonen and
Partio have not taken part in preparing the decisions relating to the Bid. Reijo
Karhinen (Chairman of the Board of Directors), Tony Vepsäläinen (Vice Chairman
of the Board of Directors) and Harri Sailas (Board member) have not taken part
in either any preparatory measures or any decision-making by Pohjola regarding
Pohjola has in relation to the Bid agreed to provide to OP-Pohjola a credit
limit on arm's length terms on the basis of Pohjola's task to fulfil the funding
needs of OP-Pohjola Group as OP-Pohjola Group's central financial institution.
The credit limit concerns the acquisition of Series A shares, and its granting
is based on Section 35 of the Act on Credit Institutions, among other things.
In matters related to the Bid by OP-Pohjola, Pohjola has committed itself to
complying with the Helsinki Takeover Code (Ostotarjouskoodi) referred to in
Chapter 11, Section 28 of the Securities Markets Act.
Pohjola has appointed Deutsche Bank AG (London Branch) to act as its financial
adviser and Hannes Snellman Attorneys Ltd to act as its legal counsel with
respect to the Bid.
Pohjola Bank plc
Chief Communications Officer
For more information, please contact:
Tom von Weymarn, Chairman of the independent committee
Please contact OP-Pohjola Pressroom for an interview +358 505239904
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Pohjola is a Finnish financial services group which provides its customers with
banking, non-life insurance and asset management services. Our mission is to
promote the sustainable prosperity, security and well-being of our customers.
Profitable growth and an increase in company value form our key objectives.
Pohjola Group serves corporate customers in Finland and abroad by providing an
extensive range of financial, investment, cash- management and non-life
insurance services. We offer non-life insurance and private banking services to
private customers. Pohjola Series A shares have been listed on the Large Cap
List of the NASDAQ OMX Helsinki since 1989. The number of shareholders totals
around 32,000. Pohjola's consolidated earnings before tax came to 473 million
euros in 2013 and the balance sheet total amounted to 44 billion euros on 31
December 2013. Pohjola is part of OP-Pohjola Group, the leading financial
services group in Finland with 4.3 million customers.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Conduct Authority. Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Conduct
Authority are available on request. Deutsche Bank AG, London Branch is acting as
financial adviser to Pohjola Bank plc and no one else in connection with the
contents of this announcement and will not be responsible to anyone other than
Pohjola Bank plc for providing the protections afforded to clients of Deutsche
Bank AG, London Branch, nor for providing advice in relation to any matters
referred to herein.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OR
AN INVITATION TO MAKE A SALES OFFER. NO TENDER OFFER WILL BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE OFFERING OR OFFER PARTICIPATION WOULD BE
PROHIBITED BY APPLICABLE LAW, OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
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