Inission AB / Release 23 December 2014 at 12:45 p.m.
INISSION AB PUBLISHES MANDATORY PUBLIC TENDER OFFER FOR ALL SHARES IN INCAP CORPORATION, TENDER OFFER DOCUMENT APPROVED, ACCEPTANCE PERIOD TO START ON 7 JANUARY, 2015
Not to be published or distributed, directly or indirectly, in Australia, Canada, China, Hong Kong, Japan, New Zealand, Singapore, South Africa or in the United States or in any other jurisdiction where prohibited by applicable law.
Inission AB ("Inission") has on 12 December 2014 disclosed its duty to make a mandatory public tender offer in accordance with Chapter 11, Section 19 of the Finnish Securities Market Act for all the shares and securities entitling to the shares in Incap Corporation ("Incap" or the "Company"), a Finnish contract manufacturer in electronics. Inission owns today altogether 40,707,563 Incap shares corresponding approximately to 37.31 per cent of all the shares and related voting rights in the Company.
The price to be offered in the mandatory public tender offer for each Incap share validly tendered in accordance with the terms and conditions of the tender offer will be EUR 0.03 in cash. Incap has no other securities, such as option rights or convertible loans with existing conversion rights, entitling to the shares in Incap. 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.
When setting the offer price, Inission has taken into consideration the weakening financial situation of Incap that has last for several years. The turnover of the Company has declined strongly since 2011, and at least during the past five years the Company’s result has been negative. Also, the Company is indebted and its balance sheet is very weak. The Company has published a 1,5-2,0 MEUR working capital need. In addition, the Company has agreed repayment schedules with the Finnish Tax Authorities, among others. Inission has also taken into consideration that the liquidity of the Company’ share is low and, therefore, the current trading price does not necessarily reflect the true value of the Company.
Taking into consideration the above described financial issues combined with low liquidity of the Incap share, Inission estimates that the cash consideration offered 0.03€ per share is fair and reflects the true value of the Company at present. In addition, the offer price corresponds to the highest price paid by Inission for any Incap share during the six-month period preceding 11 December 2014, the date when Inission became obligated to make the public tender offer.
Inission believes in the Company’s business and through increased ownership wants to commit itself to developing the Company. The primary purpose of Inission is not to delist the Company from NASDAQ OMX Helsinki. Further, Inission does not expect the execution of the mandatory offer to have any imminent effect on Incap’s business or assets or its management’s or other employees’ position.
The offer period commences on 7 January 2015 at 9:30 am (Finnish time) and expires on 30 January 2015 at 4:00 pm (Finnish time) unless the offer period is extended in accordance with the terms and conditions.
The terms and conditions for the mandatory public offer in their entirety are attached as Appendix 1 to this release.
The Finnish Financial Supervisory Authority has today approved the tender offer document which shall be available as of 2 January 2015 at the customer service of FIM Bank Ltd. (email: asiakaspalvelu@fim.com, tel. + 358 (0)9 6134 6250), which is acting as the technical arranger of the public tender offer and on the website of FIM Bank Ltd. at www.fim.com as well as at NASDAQ OMX Helsinki, at the address Fabianinkatu 14, 00100 Helsinki, Finland. The tender offer document will be available in Finnish language only.
In the tender offer Inission will comply with the recommendation in accordance with Chapter 11, Section 28 of the Finnish Securities Market 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.
Appendix 1: Terms and conditions of the tender offer
APPENDIX 1: TERMS AND CONDITIONS OF THE TENDER OFFER
Object of the Tender Offer
Inission AB (the "Offeror") offers to acquire all of the issued and outstanding shares in Incap Corporation (the "Company), which are not held by Incap or any of its subsidiaries, on the terms and subject to the conditions set forth below in the tender offer (the "Tender Offer).
Offer Price
The offer price for each share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 0.03 in cash (the "Offer Price").
Offer Period
The offer period commences on 7 January 2015 at 9:30 am (Finnish time) and expires on 30 January 2015 at 4:00 pm (Finnish time) (the "Offer Period"), unless the Offer Period is continued or extended Offer Period is discontinued as set forth below. The Offer Period shall, however, be at least three (3) weeks.
The Offeror may extend the Offer Period at any time during the Offer Period by giving notice of the extension of the Offer Period. If the Offeror extends the Offer Period, the Offer Period will expire on the new 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 Offeror will give notice of a possible extension of an already extended Offer Period at the latest during the extended Offer Period. The maximum duration of the Offer Period (including any extended Offer Period) is ten (10) weeks.
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 two (2) weeks 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.
Obligation to Increase the Tender Offer and to Pay Compensation
The Offeror reserves the right to acquire shares also in public trading on NASDAQ OMX Helsinki or otherwise during the Offer Period (including any extended Offer Period).
If the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish Securities Market Act acquires, before the expiry of the Offer Period, the shares at a higher price than the Offer Price or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must in accordance with Chapter 11, Section 25 of the Finnish Securities Market Act amend the terms and conditions of the Tender Offer to correspond to this acquisition on more favorable terms (obligation to increase the offer). The Offeror shall then, without delay, make public the triggering of the obligation to increase the offer and pay, in connection with the completion of the Tender Offer, the difference between the acquisition on more favorable terms than those of the Tender Offer and the consideration offered in the Tender Offer to those holders of securities who have accepted the Tender Offer.
If the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish Securities Market Act acquires, during the nine (9) months following the expiry of the Offer Period, shares at a higher price than the Offer Price or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must in accordance with Chapter 11, Section 25 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 favorable 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 acquisition on more favorable terms than those of the Tender Offer and the consideration offered in the Tender Offer within one (1) month after the triggering of the obligation to compensate to those holders of securities who have accepted the Tender Offer.
In accordance with Chapter 11, Section 25, 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 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 11, Section 5 of the Finnish Securities Market Act has not offered to acquire shares on terms that are more favorable than those of the Tender Offer before or during the arbitral proceedings.
Acceptance Procedure of the Tender Offer
The Tender Offer must be accepted separately for each book-entry account. A shareholder of the Company must have a cash account in a financial institution operating in Finland. A shareholder may only accept the Tender Offer unconditionally and for every share on the book-entry account mentioned in the acceptance form at the time of the execution of the sale and purchase of the shares of the shareholder regarding the acceptance. Acceptance given during the Offer Period is effective also until the end of any extended Offer Period or any discontinued extended Offer Period.
Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including the relevant instructions and an acceptance form, to their customers who are registered as shareholders in the shareholders' register of the Company maintained by Euroclear Finland Ltd. (”Euroclear”). Shareholders who do not receive such notification from their account operator or asset manager can contact the customer service of the FIM Bank Ltd. (email: asiakaspalvelu@fim.com, tel. + 358 (0)9 6134 6250) where such shareholders shall receive necessary information and can give their acceptance.
The shareholders in the Company whose shareholdings are registered in the name of a nominee and who wish to accept the Tender Offer shall give 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. The consent by the pledgee shall be delivered in writing to the account operator.
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. Euroclear), such shareholders shall contact customer service of the FIM Bank Ltd. (email: asiakaspalvelu@fim.com, tel. + 358 (0)9 6134 6250) in order to give their acceptance to tender the shares they own. 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.
By accepting the Tender Offer, the shareholders of the Company authorize FIM Bank Ltd. or a party authorized by FIM Bank Ltd. or the account operator managing the shareholder's book-entry account to enter a transfer restriction of the shares or a sales reservation on the shareholder's book-entry account after the shareholder has delivered the acceptance form of the Tender Offer. In addition, the shareholders who have accepted the Tender Offer authorize FIM Bank Ltd. or a party authorized by FIM Bank Ltd. or the account operator managing the shareholder's book-entry account to perform other necessary entries and to take all other actions required to technically execute the Tender Offer and to sell all the shares owned by such shareholder at the time of the execution trades under the Tender Offer to the Offeror in accordance with the terms and conditions of the Tender Offer.
A shareholder may only accept the Tender Offer unconditionally and for every share on the book-entry account owned by the shareholder, however, taking into account the right to withdraw the acceptance of the Tender Offer in accordance with the terms and conditions of the Tender Offer. The Offeror shall be entitled to reject any partial tender of the shares on the same book-entry account owned by the shareholder.
A shareholder who has validly accepted the Tender Offer and who has not properly withdrawn its acceptance in accordance with the terms and conditions of the Tender Offer may not sell or otherwise dispose of the tendered Shares. If the acceptance 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 receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer.
The method of delivery of acceptance form is at the shareholder's option and risk, and the delivery will be deemed made only when actually received by such account operator or FIM Bank Ltd. The Offeror reserves the right to reject any acceptance given in an incorrect or incomplete manner.
Withdrawal Rights
The acceptance of the Tender Offer shall be binding and it cannot be withdrawn, unless otherwise provided under applicable law.
In the possible event that the right to withdraw exists, the proper withdrawal of the acceptance of the Tender Offer requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form with respect to such shares was submitted. If the acceptance form with respect to shares was submitted to the customer service of FIM Bank Ltd., the notice of withdrawal must be submitted to such customer service. In case of holdings that are registered in the name of a nominee, the holder shall instruct the nominee to submit the notice of withdrawal. If a shareholder withdraws their 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.
A shareholder shall be entitled to at any time 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, re-tender the withdrawn shares by following the acceptance procedures described above in Section "Acceptance Procedure of the Tender Offer".
A shareholder who has withdrawn their acceptance shall pay the fees the account operator managing the relevant book-entry account or the nominee may charge for withdrawals.
Technical Execution of the Tender Offer
When the account operator or FIM Bank Ltd. has received the acceptance form with respect to shares in accordance with the terms and conditions of the Tender Offer, the account operator or FIM Bank Ltd. shall enter a transfer restriction or a sales reservation on the relevant book-entry account. Upon the execution trade under the Tender Offer or its settlement the transfer restriction or the sales reservation shall be removed and the Offer Price shall be paid to the shareholders.
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 or discontinued Offer Period, and will announce the final result on or about the second (2nd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The announcement of the final result will confirm the share of the shares that have been validly tendered and not properly withdrawn.
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 approximately no later than on the fourth (4th) banking day following the expiry of the Offer Period, or if the Offer Period has been extended or discontinued, the expiry of the extended or discontinued Offer Period (the ”Execution Date”). If possible, the sale and purchase of the shares in regard to the completion of the Tender Offer shall be executed on the Execution Date on NASDAQ OMX Helsinki if permitted by the rules applicable to securities trading on NASDAQ OMX Helsinki. Otherwise the sale and purchase of the Shares shall be executed outside of NASDAQ OMX Helsinki. The first possible execution date is 4 February 2015.
Settlement will be effected on or about the second (2nd) Finnish banking day following the above mentioned completion trades (the "Settlement Date”). The payment of the 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 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 Offer Price if the payment is prevented or suspended due to a force majeure event. The Offeror shall effect such payment immediately once the force majeure event preventing or suspending the payment is resolved.
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 Offer Price.
Transfer Tax and Other Payments
The Offeror will pay the Finnish transfer tax, if any, payable on the sale and purchase of the shares.
Fees charged by account operators, asset managers, nominees or any other persons for registering the release of any pledges or other possible restrictions preventing the sale of the relevant shares, as well as fees relating to a withdrawal of the tender by a shareholder will be borne by each shareholder.
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 tendered under the Tender Offer or the payment of the Offer Price
Other Issues
The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, Section 15, Subsection 2 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 (including a potential withdrawal of the Tender Offer) in accordance with Chapter 11, Section 17 of the Finnish Securities Market Act if, during the Offer Period or any extended Offer Period, a third party announces a competing public tender offer for the shares.
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 and the shares will not be accepted for purchase from or on behalf of any persons, directly or indirectly, in the United States or in any jurisdiction where prohibited by applicable law and the 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 whatsoever including, without limitation, mail, facsimile transmission, e-mail or telephone. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of or by any means or instrumentality of interstate or foreign commence of, or any facilities of national securities exchange of Australia, Canada, Hong Kong, Japan, South Africa or the United States or any other jurisdiction where prohibited by law. The Tender Offer cannot be accepted by any such use, means or instrumentality of or from within the Australia, Canada, Hong Kong, Japan, South Africa or the United States or any other jurisdiction where prohibited by law.
Tender Offer shall be governed by Finnish law and all disputes relating thereto shall be finally settled by a competent court in Finland.