OKMETIC OYJ STOCK EXCHANGE RELEASE 30 MAY 2016 AT 8.30 P.M.
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER OR SUCH RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW OR REQUIRE OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
NSIG FINLAND DECLARES ITS TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN OKMETIC UNCONDITIONAL AND EXTENDS THE ACCEPTANCE PERIOD UNTIL 14 JUNE 2016
Okmetic Oyj ("Okmetic") announced on 1 April 2016 that Okmetic and National Silicon Industry Group ("NSIG") had entered into a combination agreement pursuant to which NSIG, either directly or through its subsidiary, will make a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic that are not owned by Okmetic or any of its subsidiaries (the "Tender Offer").
NSIG Finland S.à r.l ("NSIG Finland" or the "Offeror"), a wholly-owned indirect subsidiary of NSIG, commenced the Tender Offer on 22 April 2016. The offer period under the Tender Offer was initially scheduled to expire on 27 May 2016 (the "Offer Period").
Pursuant to the press release published by NSIG Finland today, all the conditions to completion of the Tender Offer have been satisfied during the initial Offer Period and the Tender Offer has thus become unconditional. Based on preliminary information on the acceptances received by 27 May 2016, the shares tendered in the Tender Offer represent approximately 92.53 per cent of all the shares and votes in Okmetic (excluding the treasury shares held by Okmetic). Together with the option rights tendered, this would imply a holding of approximately 92.46 per cent of all the shares and votes in Okmetic fully diluted for the outstanding option rights and excluding the treasury shares held by Okmetic.
According to the Offeror's press release:
- The Offeror has been informed that contrary to assessments made prior to the announcement of the Tender Offer, the relevant Ministries have indicated that the completion of the Tender Offer may, in their view, require approval of the Finnish Ministry of Employment and the Economy under the Act on the Monitoring of Foreign Corporate Acquisitions (172/2012), wherefore the Offeror has decided to extend the Offer Period to expire on 14 June 2016 at 4:00 p.m. Finnish time. The Offeror and Okmetic will immediately take actions to clarify the situation and aim to complete these discussions as soon as possible. Depending on the outcome of the above discussions with the relevant Ministries, the Offeror may further extend the Offer Period in accordance with the terms and conditions of the Tender Offer, but not beyond 30 June 2016. However, any subsequent offer period under the terms and conditions of the Tender Offer may extend beyond 30 June 2016 provided that the Offeror will timely complete the Tender Offer.
- Assuming that the Offer Period will expire on 14 June 2016, the Offeror will announce the final result of the Tender Offer on or about 17 June 2016, and settlement will take place on or about 22 June 2016. Even if the Offer Period would be further extended, the completion and the settlement of the Tender Offer would take place on or about 8 July 2016 at the latest.
- Due to the extension of the Offer Period, the Offeror has decided to amend the terms and conditions of the Tender Offer to the benefit of the shareholders and the holders of option rights, to allow acceptances for the shares and option rights validly tendered in the Tender Offer to be withdrawn at any time during the extended Offer Period or, if the Offer Period has been further extended, during such further extended Offer Period, despite the fact that the Offeror has declared the Tender Offer unconditional and is obliged to complete the Tender Offer.
- Except for the changes to the withdrawal rights, the terms and conditions of the Tender Offer remain unchanged. The Offeror will supplement the tender offer document to reflect the above amendment to the terms and conditions of the Tender Offer and will publish such supplement as soon as it has been approved by the Finnish Financial Supervisory Authority, on or about 31 May 2016.
- As all the conditions to completion of the Tender Offer have been satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions after the expiry of the extended Offer Period, or any further extended Offer Period.
The press release of NSIG referred to above is attached in its entirety as Appendix 1 to this stock exchange release.
The Board of Directors of Okmetic continues to unanimously support the Tender Offer and, as required under the Finnish Securities Market Act, will supplement its statement on the Tender Offer as soon as possible after the Offeror has supplemented the tender offer document.
OKMETIC OYJ
Board of Directors
For further information, please contact:
Chairman of the Board Jan Lång
Phone: +358 40 5087223, e-mail: janove.lang@outlook.com
President Kai Seikku
Phone: +358 9 5028 0232, e-mail: kai.seikku@okmetic.com
INFORMATION REGARDING OKMETIC OYJ
Established in 1985, Okmetic is one of the leading specialty silicon wafers producers and suppliers globally with a production plant in Vantaa, Finland, and contract manufacturers in China and Japan. The Company has sales offices in Japan, Hong Kong and the United States as well as a diverse network of agents, serving customers in China, South Korea, Malaysia, Singapore, Taiwan and the United States. The tailored, high value-added silicon wafers of Okmetic are used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic is listed on the official list of Nasdaq Helsinki (trading code OKM1V).
Okmetic's head office is located in Vantaa. For more information visit www.okmetic.com.
INFORMATION REGARDING NSIG
NSIG is a limited liability company organized under the PRC laws. The registered office of NSIG is in Shanghai, China.
Established in 2015, NSIG is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 billion (approximately EUR 272 million). NSIG's mission is to establish a major industrial player in the global semiconductor sector (especially silicon and its ecosystems) through both PRC domestic investments and outbound mergers and acquisitions.
DISCLAIMER
THIS RELEASE IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE, OR ANY SOLICITATION OF AN OFFER TO SELL OR ANY INVITATION TO PARTICIPATE. INVESTORS MAY ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.
THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE THE MAKING OF SUCH AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
ACCORDINGLY, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW. IN PARTICULAR, THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE 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, TELEX, TELEPHONE, E-,MAIL OR OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, AND MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR BY PERSONS LOCATED OR RESIDENT THEREIN, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT THEREIN. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THE COMMUNICATION OF THIS ANNOUNCEMENT, THE TENDER OFFER DOCUMENT WHEN AVAILABLE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM. ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER")) OR PERSONS WHO ARE WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is acting as financial adviser to Okmetic and no one else in connection with the Tender Offer and will not be responsible to anyone other than Okmetic for providing the protections offered to clients of UBS Limited nor for providing advice in connection with the Tender Offer.
APPENDIX 1: Press release of National Silicon Industry Group on 30 May 2016
NSIG FINLAND DECLARES ITS TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN OKMETIC UNCONDITIONAL AND EXTENDS THE ACCEPTANCE PERIOD UNTIL14 JUNE 2016
NATIONAL SILICON INDUSTRY GROUP PRESS RELEASE 30 May 2016 at 6:30 p.m.
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER OR SUCH RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW OR REQUIRE OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
NSIG FINLAND DECLARES ITS TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN OKMETIC UNCONDITIONAL AND EXTENDS THE ACCEPTANCE PERIOD UNTIL14 JUNE 2016
NSIG Finland S.à r.l ("NSIG Finland" or the "Offeror"), a wholly-owned indirect subsidiary of National Silicon Industry Group ("NSIG"), commenced on 22 April 2016 a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic Oyj ("Okmetic") that are not owned by Okmetic or any of its subsidiaries (the "Tender Offer"). The offer period under the Tender Offer was initially scheduled to expire on 27 May 2016 (the "Offer Period").
All the conditions to completion of the Tender Offer have been satisfied during the initial Offer Period and the Tender Offer has thus become unconditional. Based on preliminary information on the acceptances received by 27 May 2016, the shares tendered in the Tender Offer represent approximately 92.53 per cent of all the shares and votes in Okmetic (excluding the treasury shares held by Okmetic). Together with the option rights tendered, this would imply a holding of approximately 92.46 per cent of all the shares and votes in Okmetic fully diluted for the outstanding option rights and excluding the treasury shares held by Okmetic.
However, the Offeror has been informed that contrary to assessments made prior to the announcement of the Tender Offer, the relevant Ministries have indicated that due to certain technology used by Okmetic, the completion of the Tender Offer may, in their view, require approval of the Finnish Ministry of Employment and the Economy under the Act on the Monitoring of Foreign Corporate Acquisitions (172/2012). The Offeror and Okmetic will immediately take actions to clarify the situation and aim to complete these discussions as soon as possible. The Offeror will also make any filings necessary under said Act and will announce further information upon any material developments in this matter.
In order to allow time for the above discussions, the Offeror has, pursuant to the terms and conditions of the Tender Offer, decided to extend the Offer Period to expire on 14 June 2016 at 4:00 p.m. Finnish time. Depending on the outcome of the above discussions with the relevant Ministries, the Offeror may further extend the Offer Period in accordance with the terms and conditions of the Tender Offer, but not beyond 30 June 2016. However, any subsequent offer period under the terms and conditions of the Tender Offer may extend beyond 30 June 2016 provided that the Offeror will timely complete the Tender Offer.
Assuming that the Offer Period will expire on 14 June 2016, the Offeror will announce the final result of the Tender Offer on or about 17 June 2016, and settlement will take place on or about 22 June 2016. Even if the Offer Period would be further extended, the completion and the settlement of the Tender Offer would take place on or about 8 July 2016 at the latest.
Due to the extension of the Offer Period, the Offeror has decided to amend the terms and conditions of the Tender Offer to the benefit of the shareholders and holders of option rights, to allow acceptances for the shares and option rights validly tendered in the Tender Offer to be withdrawn at any time during the extended Offer Period or, if the Offer Period has been further extended, during such further extended Offer Period, despite the fact that the Offeror has declared the Tender Offer unconditional and is obliged to complete the Tender Offer.
Except for the changes to the withdrawal rights, the terms and conditions of the Tender Offer remain unchanged. The Offeror will supplement the tender offer document to reflect the above amendment to the terms and conditions of the Tender Offer and will publish such supplement as soon as it has been approved by the Finnish Financial Supervisory Authority, on or about 31 May 2016.
As all the conditions to completion of the Tender Offer have been satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions after the expiry of the extended Offer Period, or any further extended Offer Period.
"NSIG is very committed to the Tender Offer and towards Okmetic's shareholders and will cooperate with Okmetic and the Finnish Ministry of Employment and the Economy to clarify the above approval discussions as soon as possible. We look forward to completing the Tender Offer and being able to support Okmetic in the further development of its business", says Leo Ren, the managing director of NSIG.
"The Board of Directors of Okmetic continues to unanimously support the Tender Offer and, as required under the Finnish Securities Market Act, will supplement its statement on the Tender Offer as soon as possible after the Offeror has supplemented the tender offer document", says Jan Lång, Chairman of the Board of Directors of Okmetic.
The price offered for each share validly tendered in the Tender Offer is EUR 9.20 in cash and the price offered for each option right granted under Okmetic's option plan 2013 and validly tendered in the Tender Offer is EUR 4.87 in cash for each 2013 A option right and EUR 4.62 in cash for each 2013 B option right after the payment of dividend to shareholders of Okmetic on 18 April 2016.
The tender offer document (together with the supplement referred to above once approved by the Finnish Financial Supervisory Authority) is available in the Finnish language at the branches of Nordea Bank Finland Plc and at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland and at the offices of NSIG Finland, 19 rue de Bitbourg, L-1273 Luxembourg, and on the internet at www.nordea.fi/osakkeet and www.okmetic.com/fi/sijoittajat/ostotarjous, and in the English language on the internet at www.nordea.fi/equities and www.okmetic.com/investors/tender-offer.
Any Okmetic shareholders or holders of option rights who have not received information and instructions on the acceptance of the Tender Offer from their account operator or asset manager can contact Nordea Bank Finland Plc to obtain all necessary information and give their acceptance of the Tender Offer.
30 May 2016
National Silicon Industry Group NSIG Finland S.à r.l.
For further information, please contact:
NSIG
Managing Director Leo Ren
Phone: +86 21 5285 9096, e-mail: leoren@sh-nsig.com
Okmetic
The Chairman of the Board Jan Lång
Phone: +358 40 508 7223, email: janove.lang@outlook.com
President Kai Seikku
Phone: +358 9 5028 0232, e-mail: kai.seikku@okmetic.com
INFORMATION REGARDING NSIG
NSIG is a limited liability company organized under the PRC laws. The registered office of NSIG is in Shanghai, China.
Established in 2015, National Silicon Industry Group is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 billion (approximately EUR 272 million). NSIG's mission is to establish a major industrial player in the global semiconductor sector (especially silicon and its ecosystems) through both PRC domestic investments and outbound mergers and acquisitions.
INFORMATION REGARDING OKMETIC OYJ
Established in 1985, Okmetic is one of the leading specialty silicon wafers producers and suppliers globally with a production plant in Vantaa, Finland, and contract manufacturers in China and Japan. The Company has sales offices in Japan, Hong Kong and the United States as well as a diverse network of agents, serving customers in China, South Korea, Malaysia, Singapore, Taiwan and the United States. The tailored, high value-added silicon wafers of Okmetic are used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic is listed on the official list of Nasdaq Helsinki (trading code: OKM1V).
Okmetic's head office is located in Vantaa. For more information visit www.okmetic.com.
DISCLAIMER
THIS RELEASE IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE, OR ANY SOLICITATION OF AN OFFER TO SELL OR ANY INVITATION TO PARTICIPATE. INVESTORS MAY ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.
THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE THE MAKING OF SUCH AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
ACCORDINGLY THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW. IN PARTICULAR, THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE 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, TELEX, TELEPHONE, E-MAIL OR OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, AND MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR BY PERSONS LOCATED OR RESIDENT THEREIN, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT THEREIN. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THE COMMUNICATION OF THIS ANNOUNCEMENT, THE TENDER OFFER DOCUMENT WHEN AVAILABLE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM. ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER")) OR PERSONS WHO ARE WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is acting as financial adviser to Okmetic and no one else in connection with the Tender Offer and will not be responsible to anyone other than Okmetic for providing the protections offered to clients of UBS Limited nor for providing advice in connection with the Tender Offer.
HUG#2016575
