Nasdaq Helsinki Ltd
Announcement from the exchange
Final result of Aureit Holding Oy's voluntary recommended public cash tender
offer for all shares in Hoivatilat Plc; Aureit Holding Oy completes the tender
offer and commences a subsequent offer period
Aureit Holding Oy
Stock Exchange Release
9 January 2020 at 9:30 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO BELGIUM, 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, PLEASE SEE SECTION "IMPORTANT
INFORMATION" BELOW.
Final result of Aureit Holding Oy's voluntary recommended public cash tender
offer for all shares in Hoivatilat Plc; Aureit Holding Oy completes the tender
offer and commences a subsequent offer period
As previously announced, Aureit Holding Oy (the "Offeror"), a Finnish limited
liability company wholly owned by Belgian public limited liability company
Aedifica SA/NV ("Aedifica"), Aedifica and Hoivatilat Plc ("Hoivatilat") have on
4 November 2019 entered into a combination agreement pursuant to which the
Offeror has made a voluntary recommended public cash tender offer to purchase
all of the issued and outstanding shares in Hoivatilat that are not owned by
Hoivatilat or any of its subsidiaries (the "Shares" or, individually, a
"Share") (the "Tender Offer"). The Offeror has on 8 November 2019 published the
tender offer document concerning the Tender Offer (as supplemented, the "Tender
Offer Document").
The acceptance period under the Tender Offer (the "Offer Period") commenced on
11 November at 9:00 a.m. (Finnish time) and expired on 3 January 2020 at 4:00
p.m. (Finnish time).
The cash consideration offered for each Share in the Tender Offer is EUR 16.00
(the "Offer Price"), as set out in the Tender Offer Document.
The completion of the Tender Offer is, as set out in the Tender Offer Document,
subject to, among other things, the Offeror (together with Aedifica and any
entities controlled by Aedifica) gaining control of more than 50% of the
outstanding shares and votes in Hoivatilat (the "Minimum Acceptance
Condition").
According to the final result of the Tender Offer, the Shares which have been
validly tendered (and not validly withdrawn) during the Offer Period represent
90.0% of all outstanding shares and votes in Hoivatilat, comprising together
with the Hoivatilat shares held by the Offeror at the date of this stock
exchange release 95.9% of all outstanding shares and votes in Hoivatilat. As
the final result of the Tender Offer exceeds the Minimum Acceptance Condition
and all other conditions to completion of the Tender Offer have been fulfilled
or waived by the Offeror, the Offeror will complete the Tender Offer in
accordance with the terms and conditions of the Tender Offer.
Commenting on the final result, Stefaan Gielens, CEO of Aedifica: "Aedifica is
delighted with the final result of the Tender Offer and welcomes Hoivatilat
within the Aedifica group. Hoivatilat and its team show a great track record of
value creation in the Nordics and we believe that, next to opening the Nordics
healthcare real estate markets for Aedifica, Hoivatilat’s build-and-hold model
will add a new dimension to Aedifica’s growth story."
The sale and purchase of the Shares with respect to all shareholders who have
validly accepted the Tender Offer during the Offer Period will be executed on
or about 10 January 2020 and the completion trades of such Shares will be
settled and the Offer Price will be paid in accordance with the terms and
conditions of the Tender Offer on or about such date. The actual time of
receipt of the payment will depend on the schedules of money transfer between
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 13 January 2020 at
9:00 a.m. (Finnish time) and expire on 27 January 2020 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 by sending an email to
HoivatilatOffer@seb.fi.
The Offeror will announce the preliminary percentage of the Shares validly
tendered during the Subsequent Offer Period on or about 28 January 2020 and the
final percentage onor about 30 January 2020. The sale and purchase of the
Shares with respect to all shareholders who have validly accepted the Tender
Offer during the Subsequent Offer Period will be executed on or about 31
January 2020 and the completion trades of such Shares will be settled and the
Offer Price will be paid in accordance with the terms and conditions of the
Tender Offer on or about such date. The actual time of receipt of the payment
will depend on the schedules of money transfer between financial institutions.
It is the Offeror's intention to acquire all the outstanding shares in
Hoivatilat and cause Hoivatilat to apply for delisting of its shares from
Nasdaq Helsinki Ltd. As the Offeror's holding in Hoivatilat will exceed 90% of
the total number of shares and votes in Hoivatilat after the settlement of the
Shares validly tendered in the Tender Offer, the Offeror intends to initiate
statutory redemption proceedings for the remaining shares in Hoivatilat under
the Finnish Companies Act (624/2006, as amended).
As set out in the Tender Offer Document, the Offeror may acquire shares in
Hoivatilat also in public trading on Nasdaq Helsinki Ltd or otherwise outside
the Tender Offer.
ADVISORS
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acts as lead financial
advisor to the Offeror and Aedifica and as arranger in connection with the
Tender Offer and Kempen acts as financial advisor to the Offeror and Aedifica
in connection with the Tender Offer. Dittmar & Indrenius Attorneys Ltd. acts as
legal advisor to the Offeror and Aedifica in connection with the Tender Offer.
Danske Bank A/S, Finland Branch acts as financial advisor to Hoivatilat in
connection with the Tender Offer. Roschier, Attorneys Ltd. acts as legal
advisor to Hoivatilat in connection with the Tender Offer.
Investor Relations contacts:
Stefaan Gielens
Aedifica, CEO
Tel. +32 2 626 07 72
Ingrid Daerden
Aedifica, CFO
Tel. +32 2 626 07 73
Charles-Antoine van Aelst
Aedifica, CIO
Tel. +32 2 626 07 74
Pertti Huuskonen
Hoivatilat, Chairman of the Board of Directors
Tel. +358 40 068 0816
Jussi Karjula
Hoivatilat, CEO
Tel. +358 40 773 4054
Riikka Säkkinen
Hoivatilat, HR and Communications Director
Tel. +358 40 524 2768
Media Enquiries:
Stefaan Gielens
Aedifica, CEO
Tel. +32 2 626 07 72
IngridDaerden
Aedifica, CFO
Tel. +32 2 626 07 73
Charles-Antoine van Aelst
Aedifica, CIO
Tel. +32 2 626 07 74
Riikka Säkkinen
Hoivatilat, HR and Communications Director
Tel. +358 40 524 2768
About Aedifica
Aedifica, incorporated in 2005, is a regulated real estate company under
Belgian law (Belgian REIT) specialised in European healthcare real estate.
Aedifica has developed a portfolio of more than 260 sites in Belgium, Germany,
the Netherlands and the United Kingdom with a total value of approximately EUR
2.3 billion. Aedifica has established itself in recent years as a reference in
the European listed real estate sector and has an ambition to further expand
its position in the coming years. Aedifica is stock-listed on the Brussels
Stock Exchange (regulated market of Euronext Brussels) under the trading code
"AED", and currently has a market capitalization of approximately EUR 2.6
billion. For additional information, see www.aedifica.eu.
About Hoivatilat
Hoivatilat Plc specialises in producing, developing, owning and leasing out day
care centre and nursing home premises, service communities and schools.
Hoivatilat has been working in cooperation with approximately 60 Finnish
municipalities and has launched a total of approximately 200 property projects
throughout Finland and in Sweden. In 2018, Hoivatilat reported revenues of
approximately EUR 17.2 million, an operating result of approximately EUR 7.7
million and the aggregate value of Hoivatilat's property portfolio was
approximately EUR 349 million. Hoivatilat is listed onNasdaq Helsinki under
the trading code "HOIVA". For additional information, see www.hoivatilat.fi
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, BELGIUM, 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 INVITATION 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 BELGIUM,
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 (AS SUPPLEMENTED). 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.
THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND SHARE(S) WILL
NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF ANY PERSONS, IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES LAWS OR OTHER LAWS OR REGULATIONS OF SUCH
JURISDICTION OR WOULD REQUIRE REGISTRATION, APPROVAL, OR FILING WITH ANY
REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THE TENDER OFFER DOCUMENT
(AS SUPPLEMENTED). THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY,
AND THE TENDER OFFER DOCUMENT (AS SUPPLEMENTED) AND RELATED ACCEPTANCE FORMS
AND ANY AND ALL OTHER MATERIALS RELATED THERETO WILL NOT AND MAY NOT BE
DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE IT
WOULD BE PROHIBITED BY THE APPLICABLE LAWS AND REGULATIONS. 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 (INCLUDING,
WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEPHONE OR THE INTERNET) OF
INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES
EXCHANGE OF, BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE
TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS
OR INSTRUMENTALITY OR FROM WITHIN, BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER DIRECTLY OR
INDIRECTLY VIOLATING THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS
ACT 2000 ("FSMA"). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER
DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED
TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE
COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL
PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION
BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE
DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER
CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE (SUCH PERCENTAGE
INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY
CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Notice to U.S. Shareholders
U.S. shareholders are advised that the shares in Hoivatilat are not listed on a
U.S. securities exchange and that Hoivatilat is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934 (the
"Exchange Act") and is not required to, and does not, file any reports with the
U.S. Securities and Exchange Commission (the "SEC") thereunder. The Tender
Offer is made to Hoivatilat's shareholders resident in the United States on the
same terms and conditions as those on which it is made to all other
shareholders of Hoivatilat to whom an offer is made. Any information documents,
including the Tender Offer Document (as supplemented), are being disseminated
to U.S. shareholders on a basis comparable to the method that such documents
are provided to Hoivatilat's other shareholders.
The Tender Offer is made for the issued and outstanding shares in Hoivatilat,
which is domiciled in Finland. Information distributed in connection with the
Tender Offer is subject to the disclosure requirements of Finland, which are
different from those of the United States. In particular, the financial
statements and financial information to be included in the Tender Offer
Document have been prepared in accordance with applicable accounting standards
in Finland, which may not be comparable to the financial statements or
financial information of U.S. companies.
It may be difficult for Hoivatilat's shareholders to enforce their rights and
any claims they may have arising under the federal securities laws, since the
Offeror and Hoivatilat are located in non-U.S. jurisdictions, and all of their
respective officers and directors are residents of non-U.S. jurisdictions.
Hoivatilat's shareholders may not be able to sue the Offeror or Hoivatilat or
their respective officers or directors in a non-U.S. court for violations of
the U.S. securities laws. It may be difficult to compel the Offeror and
Hoivatilat and their respective affiliates to subject themselves to a U.S.
court's judgement.
The Tender Offer is made in the United States pursuant to Section 14 (e) and
Regulation 14E under the Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Finnish law. Accordingly, the
Tender Offer will be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those applicable
under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time, and other than pursuant to the Tender
Offer, directly or indirectly, purchase or arrange to purchase, such shares or
any securities that are convertible into, exchangeable for or exercisable for
such shares. To the extent information about such purchases or arrangements to
purchase is made public in Finland, such information will be disclosed by means
of a press release or other means reasonably calculated to inform U.S.
-shareholders of Hoivatilat of such information. In addition, the financial
advisors to the Offeror may also engage in ordinary course trading activities
in securities of Hoivatilat, which may include purchases or arrangements to
purchase such securities.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be
taxable transaction for U.S. federal income tax purposes and under applicable
U.S. state and local, as well as foreign and other, tax laws. Each shareholder
is urged to consult its independent professional adviser immediately regarding
the tax consequences of accepting the Tender Offer.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, or passed any comment upon the adequacy or
completeness of the Tender Offer Document (as supplemented). Any representation
to the contrary is a criminal offence in the United States.