Inission AB / Release 12 December 2014 at 10:00 a.m.
INISSION AB’S OWNERSHIP IN INCAP CORPORATION HAS INCREASED TO 30.27 PER CENT, MANDATORY PUBLIC TENDER OFFER AIMED TO BE LAUNCHED ON 7 JANUARY, 2015, AT THE LATEST
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Inission AB ("Inission"), a Swedish privately owned contract manufacturer, has on 11 December 2014 acquired 4,522,948 shares in Incap Corporation ("Incap" or the "Company"), a Finnish contract manufacturer in electronics. Pursuant to this, Inission's ownership in Incap has increased from 28,500,000 shares to 33,022,948 shares corresponding approximately to 30.27 per cent of all the shares and related voting rights in the Company. Incap does not hold any of its own shares. As a result of the acquisition of the aforesaid shares, Inission will be obligated to make a mandatory public tender offer for all the other shares and securities entitling to the shares in Incap in accordance with Chapter 11, Section 19 of the Finnish Securities Markets Act.
In addition to the already executed share purchase, Inission has received an undertaking from a shareholder representing approximately seven per cent of all the shares in Incap to irrevocably and unconditionally accept the tender offer.
The price to be offered for each Incap share in the mandatory public tender offer will be EUR 0.03 in cash. This corresponds to the highest price paid by Inission for any Incap share during the six-month period preceding the date when Inission became obligated to make the public tender offer. The closing price of Incap on NASDAQ OMX Helsinki was EUR 0.06 on 10 December 2014 i.e. on the last trading day preceding the date when Inission became obligated to make the public tender offer. The volume-weighted average trading price of Incap shares on NASDAQ OMX Helsinki during the three-month period preceding the date when Inission became obligated to make the public tender offer was EUR 0.06 and during the six and nine-month period preceding the date when Inission became obligated to make the public tender offer EUR 0.06 and EUR 0.05, respectively.
It is Inission's current understanding that Incap has no other securities (such as option rights or convertible loans with existing conversion rights) entitling to the shares in Incap.
Inission's primary intention is not to seek for the delisting of the Incap shares from NASDAQ OMX Helsinki. Fredrik Berghel, CEO of Inission AB: "Inission was already prior to the share purchase the biggest shareholder in Incap. Incap has its challenges and Inission wants to contribute to success of Incap. Therefore Inission has decided to increase its ownership even further."
Inission has the financing required to finance the mandatory tender offer. Inission will finance the tender offer partly with internal financing arrangements and partly with external financing. The financing of the tender offer will not have an impact on the operations or obligations of Incap.
In order to alleviate the difficult financial situation of the Company, Inission has also negotiated with two Finnish financial institutions an agreement under which these institutions agree that the annual repayments of the Company under its financing arrangements with these institutions would not exceed EUR 0.5 million in 2015-2017, if so decided by the Company and subject to a detailed agreement with the Company and these institutions. However, should the Company not raise a minimum amount of EUR 1 million of new capital in a share issue prior to 31 August 2015, the annual repayments of the Company under the financing arrangements would again become payable as prior to agreeing on the above-mentioned amendment. Further, should Inission fail to act in accordance with its commitments stated in the following paragraph, the above-mentioned amendment may be cancelled by one of the aforesaid financing institutions. For the sake of clarity, it is noted that this option granted to the Company is not dependent on the result of the public tender offer.
Inission shall propose to the forthcoming Incap's General Meeting of Shareholders that the Company would arrange a share issue during the first half of 2015. Inission shall underwrite a minimum amount of EUR 1 million in such share issue provided that such issue will be approved by Incap's General Meeting of Shareholders and Inission's ownership in Incap has exceeded 42.0 per cent before the share issue. Should Inission's ownership in Incap not exceed 42.0 per cent as a result of the public tender offer, Inission shall try to acquire further shares from the market at EUR 0.03 (or less) per share to reach the 42.0 per cent ownership before the aforesaid share issue, to the extent possible under the applicable insider rules.
Pursuant to the Finnish Securities Markets Act Section 22 of Chapter 11, the mandatory tender offer shall be published within a month from the origin of the duty to make a public tender offer and the tender offer process shall begin within a month from the publishing of the tender offer. Inission aims to publish the tender offer on January 7, 2015, at the latest. It is further Inission's intention that the acceptance period of the mandatory tender offer will begin approximately on 8 January, 2015 and end on 30 January, 2015.
In the tender offer Inission will comply with the recommendation in accordance with Chapter 11, Section 28 of the Finnish Securities Markets Act on the procedures to be complied with in public tender offers (Helsinki Takeover Code).
Jonver Capital Oy acts as the financial advisor and Bird & Bird Attorneys Ltd. acts as the legal advisor to Inission in the tender offer.
Inission AB
THE BOARD OF DIRECTORS
For additional information:
Fredrik Berghel, Member of the Board of Directors
+46 73 20 22 210
fredrik.berghel@inission.com
Inission AB is a Swedish contract manufacturer in electronics offering custom-made manufacturing and logistic services related to industrial electronics particularly for equipment in the field of medical technology, data communications, automotive and marine industry as well as measurement and control technology. The revenue of Inission for the financial period ended on 31 December 2013, was approximately 300 million Swedish crowns (approximately EUR 32 million) and it employs approximately 190 people in Sweden and Estonia.