Final Results of Coronaria Oy's Public Tender Offer for All Shares Issued by Silmäasema Oyj: Coronaria Completes the Tender Offer and Commences a Subsequent Offer Period
Silmäasema Oyj
Stock Exchage Release
30 September 2019 at 5:00 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, SEE SECTION “IMPORTANT INFORMATION” BELOW.
Silmäasema Oyj has received the following information regarding Coronaria’s mandatory public tender offer for all shares in Silmäasema Oyj:
Coronaria Oy (“Coronaria” or the “Offeror”) has on September 5, 2019 commenced a mandatory public tender offer to purchase all of the issued and outstanding shares in Silmäasema Oyj (“Silmäasema”) that are not held by the Offeror, Silmäasema or any of its subsidiaries (the “Tender Offer”). The acceptance period under the Tender Offer commenced on September 5, 2019 at 9:30 a.m. (Finnish time) and expired on September 26, 2019 at 4:00 p.m. (Finnish time).
According to the final results of the Tender Offer, the shares tendered in the Tender Offer represent approximately 41.7% of all the issued and outstanding shares and votes in Silmäasema. Together with shares already held by Coronaria (including market purchases), this represents in the aggregate approximately 82.5% of all shares in Silmäasema.
The completion trades will be settled and the offer consideration will be paid to the shareholders who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer on or about October 2, 2019. The actual time of receipt of the payment by tendering shareholders will depend on the time required to process the onward payment by financial institutions.
In order to allow the remaining shareholders the possibility to accept the Tender Offer, the Offeror has decided to commence a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”). The Subsequent Offer Period will commence on October 2, 2019 at 9:30 a.m. (Finnish time) and expire on October 17, 2019 at 4:00 p.m. (Finnish time). During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. All acceptances will be binding and cannot be withdrawn. Further instructions can be obtained from Evli Bank Plc by sending email to operations@evli.com.
The Offeror will announce the preliminary percentage of the shares validly tendered during the Subsequent Offer Period on or about October 18, 2019 and the final percentage on or about October 22, 2019. The offer consideration for the shares validly tendered during the Subsequent Offer Period will be paid to the shareholders on or about October 23, 2019 in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment by tendering shareholders will depend on the time required to process the onward payment by financial institutions.
The Offeror may purchase shares in Silmäasema during or after the Subsequent Offer Period also in public trading on Nasdaq Helsinki Ltd or otherwise outside the Tender Offer.
Silmäasema’s operations will continue as normal and the transaction has no impact on our customers.
SILMÄASEMA OYJ
Jussi Salminen
CEO
For further information, please contact:
CEO Jussi Salminen, tel. +358 40 834 5818
CFO Sari Nordblad, tel. +358 50 552 7247
Mikko Merisaari, Head of Communications and Investor Relations, tel. +358 50 521 4055
Silmäasema is a Finnish company, which offers all products and services for optical retail and eye healthcare nationwide. Silmäasema is the largest private eye clinic provider offering eye surgeries and the second largest optical retail chain in Finland. The Silmäasema chain has nearly 150 stores and 13 eye clinics in Finland as well as nine stores in Estonia. The Silmäasema chain employs over 1,000 eye healthcare professionals. The Silmäasema Group’s net sales were EUR 122.9 million in 2018 and adjusted EBITDA was EUR 11.8 million.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVI-TATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN OR INTO, THE UNITED STATES CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.