Aldata Solution Oyj
STOCK EXCHANGE RELEASE
June 29, 2007, 09.00 (EET)
Aldata Solution Oyj has today received the following release:"Sauna Acquisition LLC announces that it will launch its public
tender offer through its wholly owned subsidiary Sauna Tenderco 1 SAS
for all issued and outstanding shares and warrants in Aldata Solution
Oyj on 29 June 2007.
The price offered for each share validly tendered for in the tender
offer is EUR 1.82 in cash. The share offer price represents a premium
of approximately 19 per cent compared to the closing price of the
share on the Helsinki Stock Exchange on 23 May 2007, the last trading
day before the announcement of the tender offer, and approximately 13
per cent compared to the volume-weighted average trading price during
the 3-month period preceding the announcement of the tender offer as
well as approximately 7 per cent compared to the volume-weighted
average trading price during the 12-month period preceding the
announcement of the tender offer on 24 May 2007.
The price in cash, offered for each validly tendered warrants, will
be as follows:
EUR 0.01 for each III 2001 series B warrant;
EUR 0.01 for each IV 2001 series A warrant;
EUR 0.01 for each IV 2001 series B warrant;
EUR 0.79 for each V 2003 series B warrant;
EUR 0.01 for each V 2003 series C warrant;
EUR 0.14 for each V 2003 series D warrant;
EUR 0.01 for each VI 2006 series A warrant;
EUR 0.01 for each VI 2006 series B warrant;
EUR 0.01 for each VI 2006 series C warrant.
The acceptance period for the tender offer will commence 29 June 2007
at 9:30 am. (Finnish time) and will expire 27 July 2007 at 16:30 pm
(Finnish time), unless the offer period is extended or suspended in
accordance with the terms and conditions of the tender offer. A
shareholder or a warrant holder may at any time prior to the expiry
of the offer period or, if applicable, the extended offer period
withdraw the shares or warrants tendered for.
The obligation of Sauna Acquisition LLC to accept the shares and
warrants validly tendered for and to complete the tender offer shall
be subject to the satisfaction or, waiver of the conditions to
completion as set forth in the terms and conditions of the tender
offer. In accordance with and subject to the terms and conditions of
the tender offer, Sauna Acquisition LLC reserves the right to
complete the tender offer even if the conditions to completions of
the tender offer are not satisfied.
Sauna Acquisitions LLC will announce the preliminary result of the
tender offer on or about the first Finnish banking day following the
expiry of the offer period, or, if applicable, the extended or
suspended offer period. Sauna Acquisitions LLC will announce the
final result of the tender offer on or about the third Finnish
banking day following the expiry of the offer period, or, if
applicable, the extended or suspended offer period. The announcement
of the final result will also confirm the percentage of shares and
warrants that have been validly tendered for and not properly
withdrawn and whether the tender offer will be completed.
Most of the Finnish book-entry account operators will send a
notification of the tender offer, including instructions and the
relevant acceptance form to their customers who are registered as
shareholders in the shareholders' register of Aldata Solution Oyj.
Shareholders who do not receive such notification from their
book-entry account operator or asset manager can contact any branch
office of cooperative banks belonging to OP Group and of Helsingin OP
Pankki Oyj
The Finnish Financial Supervision Authority has on 28 June 2007
approved the tender offer document relating to the tender offer. The
tender offer document will be available in Finnish from 29 June 2007
onwards at above mentioned banks belonging to OP Group and of
Helsingin OP Pankki Oyj and at OMX Way -office, Fabianinkatu 14,
FI-00130 Helsinki, Finland, and on the internet at www.op.fi/esite
and www.aldata-solution.com. The tender offer document will be
available in English at OKO Corporate Finance Ltd., Teollisuuskatu
1b, FI-00510 Helsinki, Finland.
The detailed terms and conditions of the Tender Offer have been
enclosed in their entirety as an annex to this press release.
SAUNA ACQUISITION LLC
Board of Directors
3. 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 not defined in this Chapter 3. have the meanings
ascribed to such terms in the preceding sections of this Tender Offer
Document.
3.1 Object of the Tender Offer
Through the Tender Offer, the Offeror offers to acquire all of the
issued and outstanding Shares and Warrants in the Company on the
terms and conditions set forth below.
In the event that, prior to the expiry of the Offer Period, a
Warrantholder subscribes for new shares in the Company in accordance
with the terms and conditions of such Warrants, such Warrantholder
may, during the Offer Period, tender the new shares so subscribed for
by virtue of such Warrants in the Tender Offer after the new shares
in the Company have been registered on the subscriber's book-entry
account.
3.2 Offer Price
The Share Offer Price for each Share validly tendered for in
accordance with the terms and conditions of the Tender Offer is EUR
1.82 in cash.
The Warrant Offer Price for each Warrant validly tendered for in
accordance with the terms and conditions of the Tender Offer in cash
is as follows:
EUR 0.01 for each III 2001 B Warrant;
EUR 0.01 for each IV 2001 A Warrant;
EUR 0.01 for each IV 2001 B Warrant;
EUR 0.79 for each V 2003 B Warrant;
EUR 0.01 for each V 2003 C Warrant;
EUR 0.14 for each V 2003 D Warrant;
EUR 0.01 for each VI 2006 A Warrant;
EUR 0.01 for each VI 2006 B Warrant; and
EUR 0.01 for each VI 2006 C Warrant.
3.3 Offer Period
The Offer Period commences after the FSA has approved this Tender
Offer Document, preliminarily on 29 June 2007 at 9:30 am (Finnish
time) and expires on 27 July 2007 at 4:30 pm (Finnish time), unless
the Offer Period is extended or suspended as set forth below.
Until all the Conditions to Completion (as defined below) have been
satisfied or waived in accordance with the terms and conditions of
the Tender Offer, the Offeror may extend the Offer Period for a
period of time to be determined later. The maximum duration of the
Offer Period (including any extended period) is 10 weeks. However, if
the Conditions to Completion have not been satisfied due to a
particular obstacle, the Offeror may according to the FSA Standard
5.2.c (dno 8/120/2004) extend the Offer Period beyond 10 weeks until
such obstacle is removed and the Offeror has had a reasonable time to
respond to the situation. In such a case, the date of the expiry of
the extended Offer Period will be published at least two (2) weeks
before such expiry. The Offeror will inform of the possible extension
of the Offer Period by a release at the latest on 27 July 2007. The
Offeror will inform of a possible extension of an already extended or
suspended Offer Period at the latest on the first Finnish banking day
following the expiry of the 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 extended or suspended as set forth below.
The Offeror may suspend the Offer Period or the extended Offer Period
should all the Conditions to Completion be satisfied or waived by the
Offeror before the expiry of the Offer Period or the extended Offer
Period and may execute the sale and purchase of the Shares and
Warrants validly tendered for and not properly withdrawn. The Offer
Period will, however, last for a minimum of three (3) weeks. Should
the Offeror suspend the Offer Period or the extended Offer Period,
the Offeror will announce its decision thereon without undue delay
after such decision has been made and in any case at least two (2)
weeks before the date on which the Offer Period or the extended Offer
Period will expire as a result of such decision to suspend the Offer
Period or the extended Offer Period. If the Offeror suspends the
Offer Period or the extended Offer Period, the Offer Period or the
extended Offer Period will expire on such earlier date and at the
time indicated in such announcement made by the Offeror.
3.4 Conditions to Completion of the Tender Offer
The obligation of the Offeror to accept the Shares and Warrants
validly tendered for and to complete the Tender Offer shall be
subject to the fulfillment 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 execution of the sale and
purchase of Shares and Warrants pursuant to the Tender Offer (the"Closing Date"):
1) the valid tender of Shares representing more than nine-tenths
(9/10) of the Shares and nine tenths (9/10) of Aldata's voting power
(to include Shares Owned by Symphony);
2) the receipt of all necessary competition, antitrust and other
permits and approvals by the authorities on terms reasonably
acceptable to the Offeror;
3) no event, circumstance or change having occurred after the
signing date of the Combination Agreement that, individually or in
the aggregate with other such adverse events, circumstance or
changes, results in a Material Adverse Change (as defined below);
4) the Offeror not, after the signing date of the Combination
Agreement, having received information previously undisclosed to it
that, individually or in the aggregate with other such adverse
information, has resulted in a Material Adverse Change (as defined
below);
5) no court or regulatory authority of competent jurisdiction
having given any order or issued any regulatory action preventing,
postponing or materially challenging the consummation of the Tender
Offer;
6) the Board of Directors of Aldata not effecting a change in its
recommendation (for the purpose of this Section, the recommendation
by the Board refers to both the Initial Recommendation and the Board
Recommendation, both as defined in Section 2.1 of the Combination
Agreement (see Annex A)) regarding the Tender Offer; and
7) the Combination Agreement between the Parent and Aldata not
having been terminated and remaining in force."Material Adverse Change" means any change or development affecting
Aldata that is, or would be reasonably likely to be, materially
adverse to the business (as currently conducted or currently proposed
by Aldata to be conducted), financial condition or results of
operations of Aldata (on a consolidated basis); provided, however,
that neither (i) a change in the general economic conditions or the
general market conditions or the stock-market in general (and not
having a materially disproportionate effect (relative to other
industry participants) on Aldata (on a consolidated basis)) nor (ii)
changes caused by the announcement of the transactions contemplated
under the Combination Agreement shall be deemed to represent such a
change as described above.
The Offeror reserves the right to unilaterally (subject to below)
waive, in its discretion, to the extent permitted by applicable laws,
any of the Conditions to Completion that have not been satisfied.
Furthermore, the waiving by the Offeror of Condition to Completion 1
set out above is subject to the Offeror receiving approval to waive
such a Condition to Completion from both Symphony Technology II-A,
L.P. and Clearlake Capital Group, LP.
The waiver and/or satisfaction of the Conditions to Completion of the
Tender Offer will be disclosed by the publication of a release.
3.5 Obligation to Increase the Offer Price or to Pay Compensation
The Offeror reserves the right to acquire Shares in public trading on
the Helsinki Stock Exchange during the Offer Period.
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 Warrants at a price higher
than the Share Offer Price or the Warrant Offer Price or otherwise on
terms that are more favorable 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 the 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 and the
consideration offered in the Tender Offer to the Shareholders and
Warrantholders who have accepted 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) month period following the expiry of the Offer Period,
Shares or Warrants in Aldata at a price higher than the Share Offer
Price or the Warrant Offer Price or otherwise on terms that are more
favorable than those of the Tender Offer, the Offeror must according
to Chapter 6, Section 13 of the Finnish Securities Market Act
compensate those Shareholders and Warrantholders 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 and the consideration offered in the Tender Offer
within one month after the triggering of the obligation to compensate
to the Shareholders and Warrantholders 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 price higher than the Share
Offer Price or the Warrant 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
Warrants on terms that are more favorable than those of the Tender
Offer prior to, or pending, the arbitral proceedings.
3.6 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
relevant 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 any branch
office of cooperative banks belonging to OP Group and of Helsingin OP
Pankki Oyj where such Shareholders will receive all necessary
information and can give their acceptance.
A Shareholder in the Company whose shareholding is registered in the
name of a nominee and who wishes to accept the Tender Offer shall
effect such acceptance in accordance with the respective nominee's
instructions.
Shares that are pledged may only be tendered for 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 the instructions given on the
form and within the time limit set by the account operator or, in the
case such account operator does not deal with acceptance forms (e.g.
customers of the Finnish Central Securities Depository), such
Shareholder shall contact any branch office of cooperative banks
belonging to OP Group and of Helsingin OP Pankki Oyj 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. The method of delivery of the acceptance form is at
the Shareholder's option and risk, and the delivery of the acceptance
form will be deemed made only when actually received by such account
operator or any branch office of cooperative banks belonging to OP
Group and of Helsingin OP Pankki Oyj.
By accepting the Tender Offer, the Shareholders of the Company
authorize OKO Corporate Finance Ltd. (or its appointee) or the
account operator managing the respective 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 the
Shares registered on the relevant book-entry account. By accepting
the Tender Offer, each of the non-Finnish Shareholders of the Company
irrevocably represents to Symphony, the Parent, the Offeror and OKO
Corporate Finance Ltd. that such Shareholder has observed the laws of
all relevant jurisdictions and obtained any requisite governmental or
other consents required for the acceptance of the Tender Offer. Such
non-Finnish Shareholder also represents that he/she has complied with
all requisite formalities and paid any issue, transfer or other taxes
or duties due from such non-Finnish Shareholder in connection with
such acceptance in any jurisdiction. By accepting the Tender Offer,
each of the non-Finnish Shareholders also represents that such
Shareholder has not taken or omitted to take any action which may
result in Symphony, the Parent, the Offeror, OKO Corporate Finance
Ltd. or any other person acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Tender Offer
or such Shareholder's acceptance of the Tender Offer.
A Shareholder has the right to withdraw the acceptance regarding the
Shares tendered for by him/her in accordance with the terms and
conditions of the Tender Offer. The Offeror may reject any tender of
the Shares, if such tender does not contain all the Shares of the
respective Shareholder on the relevant book-entry account.
A Shareholder that has validly accepted the Tender Offer and that has
not properly withdrawn his/her acceptance in accordance with the
terms and conditions of the Tender Offer may not sell or otherwise
dispose of the Shares tendered for. A transfer restriction in respect
of these Shares will be registered on the relevant book-entry account
after a Shareholder has validly accepted the Tender Offer. If the
Tender Offer is not completed or if the acceptance of the tender is
properly withdrawn by the Shareholder in accordance with the terms
and conditions of the Tender Offer, the transfer restriction
registered in respect of the tendered Shares on 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 by the relevant Shareholder of
his/her acceptance in accordance with the terms and conditions of the
Tender Offer.
Shares that have not been transferred into the book-entry system
In order to tender for the Shares that have not been entered into the
book-entry system, the relevant Shareholder shall, prior to tendering
for such Shares, transfer them to the book-entry system through the
Shareholder's own account operator or asset manager. The Shareholder
must in this context deliver the share certificates evidencing such
Shares and present appropriate evidence of title to such Shares.
Warrants
Most of the Finnish book-entry account operators will send a
notification of the Tender Offer, including instructions and the
relevant acceptance form, to their customers who are Warrantholders.
Warrantholders who do not receive such notification from their
book-entry account operator or asset manager, can contact any branch
office of cooperative banks belonging to OP Group and of Helsingin OP
Pankki Oyj where such Warrantholders will receive all necessary
information and can give their acceptance.
A Warrantholder whose holdings are registered in the name of a
nominee and who wishes to accept the Tender Offer shall effect such
acceptance in accordance with the respective nominee's instructions.
Warrants that are pledged may only be tendered for with the consent
of the relevant pledgee. The obtaining of such consent shall be the
responsibility of the relevant Warrantholder in the Company.
A Warrantholder who wishes to accept the Tender Offer shall submit
the properly completed and duly executed acceptance form to the
account operator managing the Warrantholder's book-entry account in
accordance with the instructions on the acceptance form and within
the time limit set by the respective account operator or, in the case
such account operator does not accept acceptance forms (e.g.
customers of the Finnish Central Securities Depository) such
Warrantholder shall contact any branch office of cooperative banks
belonging to OP Group and of Helsingin OP Pankki Oyj to give his/her
acceptance to tender the Warrants. 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. The method of delivery of acceptance form is at the
Warrantholder's option and risk, and the delivery of the acceptance
form will be deemed made only when actually received by such account
operator or any branch office of cooperative banks belonging to OP
Group and of Helsingin OP Pankki Oyj.
By accepting the Tender Offer, the Warrantholder authorizes OKO
Corporate Finance Ltd. (or its appointee) or the account operator
managing the Warrantholder's book-entry account to sell the Warrants
to the Offeror in accordance with the terms and conditions of the
Tender Offer. A Warrantholder may accept the Tender Offer only
unconditionally and in relation to all of the Warrants registered on
his/her book-entry account.
The Warrantholder has the right to withdraw the acceptance regarding
the Warrants tendered for by him/her in accordance with the terms and
conditions of the Tender Offer. The Offeror may reject any tender of
the Warrants, if such tender does not contain all the Warrants of the
respective Warrantholder on the relevant book-entry account.
A Warrantholder that has validly accepted the Tender Offer and that
has not properly withdrawn his/her acceptance in accordance with the
terms and conditions of the Tender Offer may not sell or otherwise
dispose of the tendered Warrants. A transfer restriction in respect
of these Warrants will be registered on the relevant book-entry
account after the Warrantholder has validly accepted for the Tender
Offer. If the Tender Offer is not completed or if the acceptance of
the tender is properly withdrawn by a Warrantholder in accordance
with the terms and conditions of the Tender Offer, the transfer
restriction registered in respect of the tendered Warrants on 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.
Warrants that have not been transferred into the book-entry system
OKO Corporate Finance Ltd. will send a notification of the Tender
Offer, including instructions and the relevant acceptance form to the
Warrantholders, whose Warrants have not been transferred into the
book-entry system (only Warrants V 2003 B, V 2003 C and V 2003 D have
been entered into the book-entry system). Such Warrantholders should
follow the relevant instructions regarding the Tender Offer relating
to the acceptance or withdrawal of acceptance of Warrants.
3.7 Withdrawal Rights
The acceptance of the Shares and Warrants validly tendered for in
accordance with the terms and conditions of the Tender Offer may be
withdrawn by the Shareholder and/or the Warrantholder 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.
The proper withdrawal of the acceptance of the Shares and Warrants
validly tendered for 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 Warrants was submitted. In case
the acceptance form with respect to Shares and/or Warrants was
submitted to any branch office of cooperative banks belonging to OP
Group and of Helsingin OP Pankki Oyj, the notice of withdrawal must
be submitted to any branch office of cooperative banks belonging to
OP Group and of Helsingin OP Pankki Oyj. In case of holdings that are
registered in the name of a nominee, the Shareholder or Warrantholder
shall instruct the respective nominee to submit the notice of
withdrawal.
If a Shareholder or Warrantholder withdraws his/her acceptance of the
Tender Offer in accordance with the terms and conditions of the
Tender Offer, the transfer restriction registered in respect of the
tendered Shares and/or Warrants on 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.
Shares and Warrants the acceptance of which is withdrawn may be
re-tendered by following the acceptance procedures described in
Section 3.6 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.
The account operator managing the relevant book-entry account or the
nominee may charge a fee for withdrawals in accordance with its price
lists.
3.8 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 or suspended
Offer Period, and will announce the final result on or about the
third (3rd) Finnish banking day following the expiry of the Offer
Period or, if applicable, the extended or suspended Offer Period. The
Offeror's announcement of the final result will confirm (i) the
percentage of the Shares and Warrants that have been validly tendered
for and not properly withdrawn and (ii) whether or not the Tender
Offer will be completed.
3.9 Terms of Payment and Settlement of Shares
The sale and purchase of the Shares validly tendered for 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 five (5) Finnish banking days following the expiry of the
Offer Period, or if the Offer Period has been extended or suspended,
the expiry of the extended or suspended Offer Period. The sale and
purchase of the Shares will take place on the Helsinki Stock Exchange
if permitted by the rules applicable to the securities trading on the
Helsinki Stock Exchange. Otherwise the sale and purchase of the
Shares will take place outside of the Helsinki Stock Exchange.
Settlement will be effected on or about the third (3rd) Finnish
banking day following the Closing Date (the "Share Settlement Date").
The payment of the Share Offer Price will be deposited on the Share
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 effect such payment immediately after the
force majeure event preventing or suspending the payment is resolved.
3.10 Terms of Payment and Settlement of Warrants
The sale and purchase of the Warrants validly tendered for and not
properly withdrawn in accordance with the terms and conditions of the
Tender Offer will be executed no later than eight (8) Finnish banking
days following the expiry of the Offer Period, or if the Offer Period
has been extended or suspended, the expiry of the extended or
suspended Offer Period. The sale and purchase of the Warrants will
take place outside of the Helsinki Stock Exchange.
Settlement will be effected on the same day as the sale and purchase
of the Warrants, i.e. no later than eight (8) Finnish banking days
following the expiry of the Offer Period, or if the Offer Period has
been extended or suspended, the expiry of the extended or suspended
Offer Period ("Warrant Settlement Date"). The payment of the Warrant
Offer Price will be deposited on the Warrant Settlement Date into the
bank account connected to the Warrantholder's book-entry account or,
in the case of Warrantholders 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 Warrantholder is with a
different banking institution than such holder's book-entry account,
the Warrant Offer Price will be paid, in accordance with the schedule
of money transactions between banking institutions, to the
Warrantholder's bank account so that it is on the Warrantholder's
bank account approximately two (2) Finnish banking days following the
Warrant Settlement Date, at the latest.
The Offeror reserves the right to postpone the payment of the Warrant
Offer Price if payment is prevented or suspended due to a force
majeure event, but shall effect such payment immediately after the
force majeure event preventing or suspending the payment is resolved.
3.11 Transfer of Ownership
Title to the Shares and Warrants validly tendered for and not
properly withdrawn in the Tender Offer will pass to the Offeror on
the Share Settlement Date/Warrant Settlement Date against the payment
of the Share Offer Price/Warrant Offer Price by the Offeror to the
tendering holder of the Shares or Warrants, as applicable.
3.12 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 Warrants.
Any fees possibly charged by book-entry account operators, in
accordance with their agreements with the respective Shareholder or
Warrantholder, relating to the entry to the book-entry system of the
Shares or Warrants that have not been entered into 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 Warrants, as well as fees relating to a
withdrawal of the acceptance of the tender by a Shareholder or
Warrantholder in accordance with Section 3.7 above, shall be borne by
each respective Shareholder or Warrantholder. 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 Warrants tendered for under the Tender
Offer or the payment of the Share Offer Price or the Warrants Offer
Price.
3.13 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 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 and/or Warrants is made public by a third party.
In the Combination Agreement, the Parent reserved the right to assign
the Tender Offer at any time prior to the expiry of the Offer Period,
or if the Offer Period is extended, the expiry of the extended Offer
Period, to a wholly owned, direct or indirect, subsidiary of the
Parent to be used as an acquisition vehicle in connection with the
Tender Offer, in which case such subsidiary will replace the Parent
as the Offeror in the Tender Offer and will complete the Tender Offer
and acquire the Shares and the Warrants validly tendered for in the
Tender Offer in accordance with the terms and conditions of the
Tender Offer. Following the execution of the Combination Agreement,
the Parent assigned such right to the Offeror. The Parent and
Symphony have guaranteed as for their own debt the payment of the
Share Offer Price and the Warrants Offer Price to the holders of
Shares and Warrants that have validly tendered for their Shares
and/or Warrants in the Tender Offer and the fulfillment of all other
obligations of the Offeror under the terms and conditions of the
Tender Offer.
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 whatsoever including,
without limitation, mail, facsimile transmission, e-mail or
telephone.
Note to U.S. holders: This Tender Offer is being made for the
securities of a foreign issuer and while the Tender Offer is subject
to the disclosure requirements of Finland, U.S. holders should be
aware that these requirements are different from those in the United
States. Financial statements attached hereto have been prepared in
accordance with IFRS standards and thus may not be comparable to
financial statements of U.S. companies. U.S. Shareholders and
Warrantholders should be aware that the Offeror or its affiliates,
directly or indirectly, may offer for or make purchases of the
Company's Shares and/or Warrants subject to the Tender Offer during
the Offer Period as permitted by applicable Finnish laws."
Aldata Solution Oyj
Board of Directors
Aldata in brief
Aldata Solution is one of the global leaders in supply chain software
for retail, wholesale and logistics companies. The company's
comprehensive range of Supply Chain Management and In-Store solutions
enable its more than 300 customers across 50 countries to enhance
productivity, profitability, performance and competitiveness. Aldata
develops and supports its software through more than 600 Aldata
professionals and a global partner network. Aldata is a public
company quoted on the Helsinki Stock Exchange with the identifier
ALD1V. More information at:
www.aldata-solution.com.
SAUNA ACQUISITION LLC TO COMMENCE PUBLIC TENDER OFFER FOR ALL SHARES AND WARRANTS IN ALDATA SOLUTION OYJ
| Source: Aldata Solution Oyj