Helsinki, Finland, 2016-12-07 09:15 CET (GLOBE NEWSWIRE) -- Norvestia Oyj Stock Exchange Release 7 December 2016 at 10:15
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or any other country where such publication or distribution would violate applicable regulation or would require additional measures in addition to the requirements under Finnish law.
THE BOARD OF DIRECTORS OF NORVESTIA OYJ SUPPLEMENTS ITS STATEMENT CONCERNING THE VOLUNTARY EXCHANGE OFFER BY CAPMAN PLC AND MAINTAINS ITS RECOMMENDATION
Norvestia Oyj (“Norvestia”) announced 3 November 2016 that CapMan Plc (“CapMan”) had announced, in the manner provided in Chapter 11 of the Finnish Securities Markets Act (746/2012, as amended), a voluntary public exchange offer (the “Exchange Offer”), to acquire all Norvestia Oyj’s (“Norvestia”) shares and securities entitling to shares. In the Exchange Offer, CapMan offers as a share consideration six (6) new shares of CapMan for each validly tendered Norvestia share. Norvestia also published 3 November 2016 a notice to an Extraordinary General Meeting to be held 8 December 2016 to resolve on the distribution of an extra dividend of EUR 3.35 per share to Norvestia’s shareholders before the completion of the Exchange Offer. CapMan commenced the Exchange Offer 21 November 2016 and the offer period of the Exchange Offer is initially intended to expire 16 December 2016.
Norvestia has today, 7 December 2016, announced as a stock exchange release the Net Asset Value of Norvestia as of 30 November 2016. Based on the updated calculation, the Net Asset Value of Norvestia as of 30 November 2016 was EUR 174.3 million (or EUR 11.38 per share) (EUR 169.8 million (or EUR 11.09 per share) as at 30 September 2016). The Net Asset Value of Norvestia as at 30 November 2016 is thus EUR 4.5 million (or EUR 0.29 per share), i.e. 2.6 per cent, higher than the Net Asset Value as at 30 September 2016. Norvestia announces its Net Asset Value regularly in its interim reports. The announcement of calculations as of 30 November 2016 related to the changes in the value of Norvestia’s growth equity investments. Considering the ongoing Exchange Offer, the Board of Directors of Norvestia in its entirety has deemed the announcement of the updated Net Asset Value necessary with the view of all Norvestia shareholders having access to as up-to-date information as possible when evaluating the Exchange Offer.
Norvestia’s Board of Directors has, in the composition mentioned below, 18 November 2016 issued a statement concerning the Exchange Offer within the meaning of Section 13 of Chapter 11 of the Securities Markets Act. The statement is attached in its entirety as an Appendix to this stock exchange release. In the statement, Norvestia’s Board of Directors unanimously recommended that the shareholders and holders of subscription rights of Norvestia accept the Exchange Offer. CapMan is Norvestia’s largest single shareholder holding approximately 28.7 per cent of Norvestia’s shares and votes. Norvestia’s Board of Directors have formed a composition consisting of Hannu Syrjänen, Georg Ehrnrooth, and Arja Talma, being Norvestia’s Board members independent of CapMan, to evaluate and handle the Exchange Offer. Members of Norvestia’s Board who are not independent of CapMan, i.e. Heikki Westerlund (CapMan’s CEO) and Niko Haavisto (CapMan’s CFO), have not in any way participated and will not participate in the handling of and the decision-making related to the Exchange Offer in Norvestia’s Board of Directors.
Norvestia’s Board of Directors has carefully assessed the impact of the updated Net Asset Value of Norvestia announced 7 December 2016 to the Exchange Offer and the Board statement issued 18 November 2016, taken particularly into account the currently ongoing offer period of the Exchange Offer and the Extraordinary General Meeting convening 8 December 2016. In its assessment the Board of Directors has taken into account, inter alia, that considering the nature and quality of Norvestia’s business and assets, the Net Asset Value of Norvestia changes constantly and before realisation of assets the value of single assets and changes therein is related with both positive and negative uncertainties. Norvestia’s share price has historically been connected to a discount on Net Asset Value. The Net Asset Value has been a significant but yet a single factor in the assessment of the Exchange Offer and its merits. The Board of Directors has also taken into account the other factors presented in the initial statement published 18 November 2016, including comparing the Exchange Offer to the other alternatives described in the initial statement, taken into account the views of Norvestia’s largest shareholders and the fact the Exchange Offer is conditional on the continued recommendation of the Board of Directors. Nordea Corporate & Investment Banking (“Nordea”), acting as a financial advisor for Norvestia in relation to the Exchange Offer, has issued a Fairness Opinion Statement dated 2 November 2016 and confirmed to the Board of Directors of Norvestia that the updated information on Norvestia’s Net Asset Value as of 30 November 2016 announced 7 December 2016 has not altered Nordea’s previous opinion on the fairness of the Exchange Offer from the economical point of view for Norvestia’s shareholders nor would it have changed the contents of the Fairness Opinion Statement dated 2 November 2016.
Based on its evaluation and considering all the abovementioned factors and viewpoints, as well as those presented in the statement dated 18 November 2016, under the prevailing circumstances the Board of Directors of Norvestia unanimously recommends, that Norvestia’s shareholders accept CapMan’s Exchange Offer and keeps its recommendation to the holders of the subscription rights unchanged. Members of Norvestia’s Board who are not independent of CapMan, i.e. Heikki Westerlund (CapMan’s CEO) and Niko Haavisto (CapMan’s CFO), have not in any way participated and will not participate in the handling of and the decision-making related to the Exchange Offer in Norvestia’s Board of Directors.
In addition to the above, the assessments, qualifications and remarks presented in the Board statement of 18 November 2016 are applicable also to this supplement.
Helsinki, 7 December 2016
NORVESTIA OYJ
Board of Directors
Additional information: Hannu Syrjänen, Vice Chairman of the Board tel. +358 400 454 885
Distribution: Nasdaq Helsinki Main media www.norvestia.fi
Appendix: Statement of Norvestia Oyj’s Board of Directors 18 November 2016 on CapMan Plc’s public exchange offer relating to Norvestia Oyj’s shares
Important Notice
This release may not be released or otherwise distributed, in whole or in part, in or into or to any person located or a resident of the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction where prohibited by applicable laws or rules. This release is not a share exchange offer document or a prospectus and as such does not constitute an offer or invitation to make a sales offer. Investors shall accept the exchange offer for the shares only on the basis of the information provided in an exchange offer document and prospectus in respect of the exchange offer. 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 exchange offer document or registration or other requirements would apply in addition to those undertaken in Finland.
The exchange offer document and prospectus in respect of the exchange offer as well as related acceptance forms will not and may not be distributed, forwarded, or transmitted into, in, or from any jurisdiction where prohibited by applicable law. In particular, the exchange offer is not being made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or the United States of America. The exchange offer cannot be accepted from within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or the United States of America.
CapMan’s shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any of the relevant securities laws of any state or other jurisdiction of the United States of America. CapMan's shares may not be offered or sold in the United States, except pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.
Certain statements herein which are not historical facts, including, without limitation, those regarding expectations for general economic development and the market situation, expectations for the combined company’s development and profitability and the realization of synergy benefits and cost savings, and statements preceded by “expects”, ”estimates”, ”forecasts” or similar expressions, are forward-looking statements. These statements are based on current decisions and plans and currently known factors. They involve risks and uncertainties which may cause the actual results to materially differ from the results currently expected for the combined company. Such factors include, but are not limited to, general economic conditions, including fluctuations in exchange rates and interest levels which influence the operating environment and profitability of customers and thereby the orders received by the combined company and their margin; the competitive situation; the combined company’s own operating conditions, such as the success of production and product development and their continuous development and improvement; and the success of future acquisitions.
