KASOLA OYJ Stock exchange release 10 December 2007
Kasola Oyj has received a notification from John Nurminen Oy with the following
content.
KASOLA OYJ
Tapani Väljä
Managing Director
0400-505 078
tapanivalja.kasola@kaso.fi
DISTRIBUTION
Helsinki Stock Exchange
Major media
www.kasola.fi
John Nurminen Oy Release 10 December 2007
THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW, AND THIS RELEASE MAY NOT BE DISTRIBUTED,
FORWARDED OR DELIVERED BY ANY MEANS OF INSTRUMENTALITY, INCLUDING WITHOUT
LIMITATIONS BY MAIL, TELEFAX, EMAIL OR TELEPHONE OR BY ANY OTHER MEANS INTO OR
FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
PUBLIC TENDER OFFER FOR KASOLA OYJ'S SERIES A SHARES, PUBLICATION OF THE OFFER
DOCUMENT, AND TERMS AND CONDITIONS OF THE TENDER OFFER
INITIATING THE MANDATORY TENDER OFFER
In accordance with the decision given by the Financial Supervision Authority on
7 September 2007 (register number 30/252/2007), John Nurminen Oy, Maturiala Oy,
Jari Bachmann, Sanni Bachmann, and Kirta Forsström (the “Main Shareholders”) are
obliged to make a mandatory tender offer for shares in Kasola Oyj (“Kasola” or
the “Company”). In accordance with the decision of the Financial Supervision
Authority, the mandatory tender offer procedure must be started on 10 December
2007, at the latest.
John Nurminen Oy and the new John Nurminen Oy, which will be established in
conjunction with the implementation of its demerger, have assumed responsibility
for all obligations related to the tender offer towards the Main Shareholders
(John Nurminen Oy and the new John Nurminen, which will be established in the
demerger of John Nurminen Oy, as well as the Main Shareholders, hereinafter
jointly referred to as the “Offerors”). However, the Offerors are jointly and
severally liable with respect to the Company's shareholders for any obligations
arising from the Tender Offer.
The Offerors will make the tender offer at a price per share of five (5.00)
euros only with respect to Kasola A shares, since all of Kasola K shares are
held by the Main Shareholders. The Main Shareholders have undertaken not to
decrease their portion of shares and votes in Kasola to below 43.0% of all the
shares in the Company and 83.7% of the votes attached thereto prior to the
registration with the Trade Register of the conversion of the series K shares
into series A shares. Furthermore, the Main Shareholders have undertaken not to
tender any of their shares to John Nurminen Oy in the tender offer.
The Offerors do not aim to acquire shares in the Company, but the tender offer
is made in order to fulfill the obligation to make a mandatory tender offer as
provided for in Chapter 6 of the Securities Markets Act and in accordance with
the decision of the Financial Supervision Authority. The Offerors aim to keep
the shares in the Company subject to public trading, develop the Company,
improve the liquidity of the shares in the Company, and to broaden the Company's
ownership base.
The period for approving the Tender Offer (the “Tender Offer Period”) will begin
on 10 December 2007 at 10:00 (local time) and will end on 4 January 2008 at
(16:00 (local time), unless the Tender Offer Period is extended in accordance
with the terms and conditions.
APPROVAL OF THE TENDER OFFER DOCUMENT
The Financial Supervision Authority approved the tender offer document relating
to the tender offer on 7 December 2007 (register number 30/252/2007). The tender
offer document is available in Finnish: at John Nurminen's head office,
Pasilankatu 2, 00240 Helsinki; at the tender offer's lead manager's, Evli Bank
Plc's, office in Helsinki, Aleksanterinkatu 19A, 00100 Helsinki; at OMX Way,
Fabianinkatu 14, 00120 Helsinki; and on the Internet at www.evli.com.
FINAL TERMS AND CONDITIONS OF THE TENDER OFFER
The final terms and conditions of the tender offer are attached to this stock
exchange release in full.
JOHN NURMINEN OY
Board of Directors
Further information:
Lasse Paitsola, Managing Director, John Nurminen Oy, tel. +358 400 405 801
Kaj Kulp, Director, tel. 040 823 8236
As of the beginning of 2008, Nurminen Logistics Oyj will continue the following
business operations of John Nurminen Oy: Rail Services, Cargo Handling and
Value-Added Services, Customs Clearance Services, Special and Heavy Transports,
Healthcare Logistics. The company's main market area will consist of Finland,
the Baltic area and Russia as well as of other CIS countries. In connection with
the implementation of the overall arrangement, estimated to take place on
1 January 2008, Kasola Oyj shares are due to become Nurminen Logistics Oyj
shares listed on the Helsinki Stock Exchange.
Appendix 1: TERMS AND CONDITIONS OF THE MANDATORY TENDER OFFER
Offerors
Maturiala Oy, Jari Bachmann, Sanni Bachmann, and Kirta Forsström (jointly the
“Main Shareholders”) as well as John Nurminen Oy and the new John Nurminen Oy,
which will be established in conjunction with the implementation of its
demerger, (all parties named in this paragraph jointly the “Offerors”).
Object of the Tender Offer
In the tender offer (the “Tender Offer”), the Offerors offer to purchase all of
the series A shares issued by the Company (the “Shares”) on the conditions
presented below.
In accordance with the Financial Supervision Authority's decision (register
number 30/252/2007), an obligation to make a public tender offer for Kasola's
Shares pursuant to Chapter 6(10) of the Securities Markets Act was triggered in
relation to the Main Shareholders by the signing of the Main Agreement (“Main
Agreement”), and in relation to John Nurminen Oy (“John Nurminen”) by the
signing of the Main Agreement and the acquisition of Shares in the Company. The
Offerors are jointly and severally liable with respect to the Company's
shareholders for any obligations arising from the Tender Offer. In the Main
Agreement, John Nurminen and the new John Nurminen, which will be established in
conjunction with the demerger of John Nurminen, as well as Juha Nurminen took on
liability for the obligations caused by the Tender Offer to the Main
Shareholders.
Offer Consideration
The Offer Consideration for the Shares is EUR 5.00 in cash for each share in
respect of which the Tender Offer has been validly approved in accordance with
the terms and conditions of the Tender Offer.
Tender Offer Period
The Tender Offer Period will begin on 10 December 2007 at 10:00 (local time) and
will end on 4 January 2008 at (16:00 (local time), unless the Tender Offer
Period is extended in accordance with what is presented below.
The Offerors may extend the Tender Offer Period by an amount of time to be
determined later. The maximum duration of the Tender Offer Period (including a
potential extension) is ten (10) weeks. The Offerors will issue a stock exchange
release announcing a potential extension of the Tender Offer Period at the
latest by the end of the Tender Offer Period. The Offerors will issue a stock
exchange release announcing a potential extension of an already extended Tender
Offer Period at the latest by the end of the extended Tender Offer Period. If
the Offerors extend the Tender Offer Period, the Tender Offer Period will end at
the new ending date set by the Offerors.
Increase and Compensation Obligations
Should the Offerors or a person, entity, or foundation related to the Offerors
as stipulated in Chapter 6(10)(2)of the Securities Markets Act (”Other Party”)
acquire Shares during the Tender Offer Period at a higher price than the Offer
Price or otherwise acquire securities in the Company on terms better than in the
Tender Offer, the Offerors will, pursuant to Chapter 6(13) of the Securities
Markets Act, amend the terms and conditions of the Tender Offer to correspond
with such acquisition on better terms (”Increase Obligation”). In this case, the
Offerors will publish the Increase Obligation without delay and pay the
difference between the acquisition on better terms than the Tender Offer and the
consideration offered in the Tender Offer to those security holders who have
accepted the Tender Offer in connection with the completion of this Tender
Offer.
Should the Offerors or Other Party acquire Shares in the Company within nine (9)
months of the expiry of the Tender Offer Period at a higher price than the Offer
Price or otherwise acquire securities in the Company on better terms, the
Offerors shall in accordance with Chapter 6(13) of the Securities Market Act pay
the difference between this acquisition on better terms and the consideration
offered in the Tender Offer to the security holders who have accepted the Tender
Offer (“Compensation Obligation”). In this case, the Offerors will publish the
Compensation Obligation without delay and pay the difference between this
acquisition on better terms than the Tender Offer and the consideration offered
in the Tender Offer to those security holders who have accepted the Tender Offer
within one month from the Compensation Obligation being triggered.
Pursuant to Chapter 6(13)(5) of the Securities Markets Act, the Compensation
Obligation will not be triggered if the payment of a higher price than the Offer
Price is based on an arbitration award pursuant to the Companies Act, provided
that the Offerors or Other Party have not offered to acquire Shares on better
terms than in the Tender Offer before or during the arbitration proceedings.
Tender Offer Acceptance Procedure
Most Finnish account operators will submit a notification of the Tender Offer
with related instructions and an acceptance form to their customers who are
entered in the Company's shareholder register. Shareholders who do not receive
such notification from their account operator or asset manager may contact Evli
Bank Plc (the “Lead Manager”), who will issue all necessary information to such
shareholders for their information and to whom they may give their approval.
Those shareholders of the Company whose Shares are nominee-registered and who
wish to accept the Tender Offer must provide their acceptance in accordance with
the instructions given by the nominee registration custodian.
With respect to pledged Shares, acceptance of the Tender Offer requires the
consent of the pledgee. Acquiring this consent is the responsibility of the
Company's shareholders in question.
Those Company shareholders who are registered in the shareholder register of the
Company and who wish to accept the Tender Offer must complete, sign, and return
the acceptance form to the account operator that manages their book-entry
account in accordance with the instructions given, and within the time limits
set, by the account operator or, if the account operator in question will not
receive the acceptance form (e.g., customers of the Finnish Central Securities
Depository Ltd), such shareholders may contact the Lead Manager for acceptance
of the Tender Offer with respect to Shares held by such shareholders. The
acceptance form must be delivered so that it will be received within the Tender
Offer Period, or if the Tender Offer Period has been extended, within the
extended Tender Offer Period, taking into account, however, the instructions
given by the account operator. Shareholders can deliver the acceptance forms in
the manner they see fit at their own risk, and the acceptance form will be
considered as delivered only when an account operator or the Lead Manager has
effectively received it.
By accepting the Tender Offer, the Company's shareholders authorize the Lead
Manager or their account operator to sell the Shares to the Offeror in
accordance with the terms and conditions of the Tender Offer.
Shareholders may only accept the Tender Offer unconditionally and for those
Shares held by them that are registered on the book-entry account in question.
The Offerors have the right to reject any acceptance that concerns only a part
of the Shares held by a shareholder and registered on the same book-entry
account. Shareholders who have accepted the Tender offer are not entitled to
receive a right under a separate purchase commitment in their favor for the
accepted Shares.
Except to the extent required by mandatory legislation, those shareholders who
have validly accepted the Tender Offer in accordance with the terms and
conditions of the Tender Offer are not permitted to sell or otherwise control
those Shares for which the Tender Offer has been validly accepted. A transfer
restriction concerning the Shares will be registered on the book-entry account
in question after the shareholder has delivered the acceptance form for the
Tender Offer.
Announcement of Tender Offer Outcome
The Offerors will announce the preliminary outcome of the Tender Offer on or
about 7 January 2008, on the banking day following the expiry of the Tender
Offer Period or, when appropriate, of the extended Tender Offer Period, and will
announce the final outcome on or about 8 January 2008, on the second banking day
following the expiry of the Tender Offer Period, or, when appropriate, of the
extended Tender Offer Period. In connection with the announcement of the final
outcome, the percentage of those Shares for which the Tender Offer has been
validly accepted will be confirmed.
Terms of Payment and Settlement of the Shares
The sale of Shares, in respect of which the Tender Offer has been validly
accepted in accordance with the terms and conditions of the Tender Offer, will
be completed on the completion date, which will be the fourth banking day
following the Tender Offer Period, at the latest, or if the Tender Offer Period
has been extended, the banking day following the expiry of the extended Tender
Offer Period (the “Completion Date”). The sale of the Shares may be carried out
on the Helsinki Stock Exchange, if permitted by the applicable rules, or as OTC
transactions between or within securities intermediaries in accordance with the
decision made by the Lead Manager.
The trades will be settled on or about the banking day following the Completion
Date (the “Settlement Date”). The Offer Price of the Shares will be paid on the
Settlement Date to the custody account of the shareholder's book-entry account
or, with respect to those shareholders whose holdings are nominee-registered, to
the bank account specified in the acceptance form. If the shareholder's bank
account is in a different financial institution than the shareholder's
book-entry account, the Offer Price will be paid to the shareholder's bank
account in accordance with the schedule for payment transactions between
financial institutions so that it will be on the shareholder's bank account on
or about two (2) banking days from the Settlement Date, at the latest.
The Offerors reserve the right to defer the payment of the Offer Price for
Shares in case the payment is prevented or suspended due to force majeure.
However, the Offerors will make the payment immediately when the force majeure
preventing or suspending the payment has been resolved.
Transfer of Title
The title to the Shares for which the Tender Offer has been validly accepted
will transfer to the new John Nurminen on the Settlement Date against the
payment of the Offer Price for the Shares or, with respect to trades carried our
in the Stock Exchange, in accordance with the Helsinki Stock Exchange's rules on
settlement.
Transfer Tax and Other Payments
The Offerors will pay any transfer tax that may be charged in Finland in
connection with the sale of the Shares.
Each shareholder is liable for fees and commissions charged by account
operators, asset managers, nominee registration custodians, or other parties
related to the release of collateral or the revoking of any other restrictions,
including pledges, that prevent the sale of the Shares. The Offerors are 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 the Shares in compliance with the Tender Offer, or the payment of
the Offer Price for the Shares.
Other Issues
The Offerors reserve the right to amend the terms and conditions of this Tender
Offer in accordance with Chapter 6(7) of the Securities Market Act.
Should a competing tender offer for the Shares be published by a third party
during the Tender Offer Period, the Offerors reserve the right to extend the
Tender Offer Period in accordance with Chapter 6(8) of the Securities Markets
Act.
The Offerors may, at their discretion and within the limits set by applicable
legislation, decide on any other matters related to the Tender Offer.
The Tender Offer is not being made, directly or indirectly, in jurisdictions
where prohibited by applicable law, and the Offer Document, related acceptance
forms, or other material will not and may not be distributed, forwarded or
transmitted by any means of instrumentality, including without limitations by
mail, telefax, email, or telephone or by any other means into or from any
jurisdiction where prohibited by applicable law.
PUBLIC TENDER OFFER FOR KASOLA OYJ'S SERIES A SHARES, PUBLICATION OF THE OFFER DOCUMENT, AND TERMS AND CONDITIONS OF THE TENDER OFFER
| Source: Nurminen Logistics Oyj