Helsinki, Finland, 2015-02-10 19:15 CET (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 10 February 2015 at 20:15
IXONOS: PUBLIC TAKEOVER BID OF IXONOS PLC’S SHARES
Tremoko Oy Ab (“Tremoko”), a limited liability company in private Finnish ownership, acquired on 10 February 2015 altogether 49,008,088 shares of Ixonos Plc (“Ixonos”) from Turret Oy Ab and Holdix Oy Ab. The amount corresponds to approximately 46.1% of all of Ixonos’s shares. In addition, Tremoko subscribed for altogether 96,670,000 new shares of Ixonos in a directed share issue decided upon by Ixonos’s board of directors.
The shares subscribed for correspond to approximately 47.6% of the shares of Ixonos once they have been entered in the Trade Register. After the new shares have been entered in the Trade Register, Tremoko owns altogether 145,678,088 of Ixonos’s shares and, thus, Tremoko’s share of ownership and votes rises to altogether 71.8% of all of Ixonos’s shares and votes.
As a result of the share acquisition and the share subscription, Tremoko formed an obligation to launch a public takeover bid for all other shares of Ixonos and for securities entitling thereto, as referred to in Chapter 11 Section 19 of the Finnish Securities Markets Act.
The cash consideration offered in the mandatory takeover bid will be EUR 0.06 for each share of Ixonos. The consideration paid for Ixonos’s options is determined using the pricing models generally applied to pricing options.
Under Chapter 11 Section 22 of the Securities Markets Act, the party obliged to launch a bid shall make the bid public within one month from the arising of the obligation to launch a bid. The takeover bid procedure shall be started within one month from making the bid public. Tremoko aims to make the takeover bid public around 2 March 2015. Tremoko’s aim is that the offer period will begin approximately on 3 March 2015 and end on 23 March 2015.
The main initial terms and conditions of the takeover bid published by Tremoko are attached to this release in their entirety. The board of Ixonos Plc will publish its opinion on the takeover bid in accordance with the Securities Markets Act after the final offer document has been issued by Tremoko.
Ixonos Plc
Esa Harju
CEO
For more information, please contact
Ixonos PLC, Esa Harju, CEO, tel. +358 40 844 3367, esa.harju@ixonos.com
Ixonos PLC, Mikael Nyberg, CFO, tel. +358 40 501 4401, mikael.nyberg@ixonos.com
Distribution:
NASDAQ OMX Helsinki
Main media
www.ixonos.com
Annex Stock exchange release of Tremeko Oy Ab 10 February, 2015
TREMOKO OY AB HAS FORMED AN OBLIGATION TO LAUNCH A TAKEOVER BID FOR ALL OF IXONOS’S SHARES AND SECURITIES ISSUED BY IXONOS PLC ENTITLING TO SHARES
Not for publication or distribution, directly or indirectly, in or into Australia, South Africa, Hong Kong, Japan, Canada, China, Singapore, New Zealand or the United States or any other country where publication or distribution would be unlawful.
Tremoko Oy Ab (“Tremoko”), a limited liability company in private Finnish ownership, acquired on 10 February 2015 altogether 49,008,088 shares of Ixonos Plc listed on the NASDAQ OMX Helsinki stock exchange (“Ixonos”) from Turret Oy Ab and Holdix Oy Ab. The amount corresponds to approximately 46.1% of all of Ixonos shares. In addition, Tremoko subscribed for altogether 96,670,000 new Ixonos shares in a directed share issue decided upon by Ixonos’s board of directors. The shares subscribed for correspond to approximately 47.6% of the Ixonos shares once they have been entered in the Trade Register. After the new shares have been entered in the Trade Register, Tremoko owns altogether 145,678,088 Ixonos shares and, thus, Tremoko’s share of ownership and votes rises to altogether 71.8% of all of Ixonos’s shares and votes. Tremoko did not own Ixonos shares before the aforementioned arrangements.
As a result of the acquisition of Ixonos shares, Tremoko is obliged to launch a public takeover bid for all other shares and securities entitling to shares issued by Ixonos (“Takeover Bid”) in accordance with Chapter 11 Section 19 of the Finnish Securities Markets Act (746/2012). The Takeover Bid concerns those 57,305,448 Ixonos shares which Tremoko does not own as well as Ixonos’s options marked IV/A, IV/B and IV/C in the Option Scheme 2011 and options marked 2014A, 2014B and 2014C in the Option Scheme 2014. Ixonos holds none of its own shares.
The purchase price of the shares acquired from Turret Oy Ab and Holdix Oy Ab and the subscription price of the new shares was EUR 0.06 per share. The price offered in the Takeover Bid is determined on the basis of the provisions of Chapter 11 of the Securities Markets Act. The price offered for an Ixonos share in the Takeover Bid is EUR 0.06, which corresponds to the highest price paid by Tremoko for the Company’s share during the period of six months preceding the moment when the obligation to launch the takeover bid arose. The price paid for Ixonos’s options is determined using the pricing models generally applied to pricing options. Due to the execution of the financial arrangement Ixonos announced on 16 January, 2015, Tremoko is obliged to launch the Takeover Bid. The mean price weighted with the trading volumes of the month preceding Ixonos’ stock exchange release was EUR 0,0593 per share, which means that the price offered for an Ixonos share in the Takeover Bid contains approximately 1,2 % of premium.
The terms and conditions of the Takeover Bid will be published in connection with publishing the Takeover Bid. Before the commencement of the offer period, Tremoko will publish an offer document which contains the details of the Takeover Bid as well as information on the procedure for accepting the Takeover Bid.
Tremoko does not primarily aim to remove Ixonos’s shares from the NASDAQ OMX Helsinki stock exchange in connection with the Takeover Bid but, instead, Tremoko’s obligation to launch the Takeover Bid announced now is related to the arrangement concerning the strengthening of Ixonos’s funding and balance sheet structure that Ixonos announced on 16 January 2015, whose purpose is to significantly enhance Ixonos’s equity ratio and position of liquid assets. If Tremoko however does reach a majority of shares of over nine tenths of all shares and votes in Ixonos referred to in Chapter 18 Section 1 of the Finnish Limited Liability Companies Act (624/2006) through the Takeover Bid, Tremoko plans to take measures to redeem the shares of Ixonos’s other shareholders for their market price and to remove Ixonos’s share from the stock exchange list.
Tremoko has the necessary funding for financing the Takeover Bid. The funding part based on a bank loan is only contingent upon the regular terms of cancellation based on essential harmful change and signing of agreed term financing documentation based on binding offer. The funding of the Takeover Bid does not affect Ixonos’s business functions or obligations.
There are no commitments between Tremeko and Ixonos’s other shareholders under which commitments the other shareholders conditionally or unconditionally would have to accept the Takeover Bid, nor have the other shareholders, as far as Tremoko is aware, in any other way stated that they support the Takeover Bid. Tremoko has not acquired or received from other shareholders any commitments under which the other shareholders would undertake to vote in a certain way in the general meeting in relation to the Takeover Bid. No other arrangements related to the Takeover Bid exist between Tremoko and the holders of the securities targeted by the Takeover Bid.
Tremoko assesses that carrying out the Takeover Bid does not require any approvals from the authorities.
Under Chapter 11 Section 22 of the Securities Markets Act, the party obliged to launch a bid shall launch a bid public within one month from the arising of the obligation to launch a bid. The takeover bid procedure shall be started within one month from making the bid public. Tremoko aims to launch the Takeover Bid public around 2 March 2015. Tremoko’s aim is that the offer period will begin approximately on 3 March 2015 and end on 23 March 2015.
Tremoko will observe the recommendation referred to in Chapter 11 Section 28 of the Securities Markets Act for the procedures to be complied with in mandatory public takeover bids, i.e. the Takeover Bid Code published by the Securities Market Association.
Tremoko’s financial adviser in the Takeover Bid is HLP Corporate Finance Oy and the legal adviser is Krogerus Attorneys Ltd.
TREMOKO OY AB
Board of Directors
For more information, please contact
Tremoko Oy Ab, Bert Ekroos, Chairman of the Board and Managing Director
tel. 09 4174 1100
email: bert.ekroos@batofin.fi
