Helsinki, Finland, 2016-12-27 13:20 CET (GLOBE NEWSWIRE) --
Norvestia Oyj Stock Exchange Release 27 December 2016 at 14:20
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa,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.
CAPMAN PLC HAS GAINED THE REDEMPTION RIGHT AND OBLIGATION IN RESPECT OF NORVESTIA OYJ’S SHARES HELD BY MINORITY SHAREHOLDERS
CapMan Plc (“CapMan”) has 19 December 2016 announced that it will complete the voluntary public exchange offer (the “Exchange Offer”) to acquire all Norvestia Oyj’s (“Norvestia”) shares and securities entitling to shares announced 3 November 2016. Completion trades of the Exchange Offer were made 22 December 2016.
CapMan has today informed that CapMan has gained ownership of approx. 90.68 percent of Norvestia's shares and votes in accordance with the terms and conditions of the Exchange Offer. As a result, CapMan has informed Norvestia that the redemption right and obligation under the Finnish Companies Act in respect of the Norvestia shares held by minority shareholders has arisen and Norvestia has become a subsidiary of CapMan.
CapMan announced also that it intends to initiate arbitral proceedings as provided in the Finnish Companies Act as soon as possible to complete the compulsory redemption of the shares in Norvestia held by minority shareholders.
Helsinki, 27 December 2016
NORVESTIA OYJ
Board of Directors
Additional information: Juha Kasanen, Managing Director, tel. +358 9 6226 380
Distribution: Nasdaq Helsinki Main media www.norvestia.fi
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.
