Innofactor Plc: Statement of the Board of Directors regarding the
voluntary recommended public cash tender offer by Onni Bidco Oy
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION
"IMPORTANT INFORMATION" BELOW.
Innofactor Plc: Statement of the Board
of Directors regarding the voluntary recommended public cash tender
offer by Onni Bidco Oy
Innofactor
Plc STOCK EXCHANGE
RELEASE 1 August
2024 at 10:15 a.m. (EEST)
On 22 July 2024, a consortium comprising CapMan
Growth and the founder, CEO and member of the Board of Directors of
Innofactor Plc, Sami Ensio, through the holding company Ensio
Investment Group Oy controlled by him, and Osprey Capital Oy
(CapMan Growth, Sami Ensio, through the holding company Ensio
Investment Group Oy controlled by him, and Osprey Capital Oy
together, the "Consortium") announced that it will
make a voluntary recommended public cash tender offer through Onni
Bidco Oy (the "Offeror") for all the issued and
outstanding shares in Innofactor Plc that are not held by
Innofactor Plc or its subsidiaries (the "Shares"
or, individually, a "Share") (the "Tender
Offer").
The Board of Directors of Innofactor Plc
(represented by a quorum comprising the non-conflicted members of
the Board of Directors who are not members of the Consortium and
thus without the participation of Sami Ensio in the evaluation or
decision-making process) has today unanimously decided to issue the
attached statement regarding the Tender Offer as required by
Chapter 11, Section 13, of the Finnish Securities Markets Act
(746/2012, as amended).
Innofactor Plc's Board of Directors
Appendix: Statement of the Board of
Directors
Investor and media
enquiries:
Iida Suominen (Innofactor), ir@innofactor.com,
+358 40 716 7173
Lasse Lautsuo (Innofactor), ir@innofactor.com,
+358 50 480 1597
Distribution:
NASDAQ Helsinki
Main media
www.innofactor.com
IMPORTANT INFORMATION
THIS ANNOUNCEMENT MAY NOT BE RELEASED OR
OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT A TENDER OFFER DOCUMENT
AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A
SALES OFFER. IN PARTICULAR, THIS ANNOUNCEMENT 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,
AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE
BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.
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 IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW
AND, WHEN PUBLISHED, 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 LAWS OR 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, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR
ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER
OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE,
MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED
ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY
FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS ANNOUNCEMENT 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.
Information for shareholders of
Innofactor in the United States
Shareholders of Innofactor in the United States
are advised that the Shares are not listed on a U.S. securities
exchange and that Innofactor is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934,
as amended (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 will be made for the issued and
outstanding shares of Innofactor, which is domiciled in Finland,
and is subject to Finnish disclosure and procedural requirements.
The Tender Offer is made in the United States pursuant to Section
14(e) and Regulation 14E under the Exchange Act, subject to the
exemption provided under Rule 14d-1(c) under the Exchange Act, for
a Tier I tender offer, and otherwise in accordance with the
disclosure and procedural requirements of Finnish law, including
with respect to the Tender Offer timetable, settlement procedures,
withdrawal, waiver of conditions and timing of payments, which are
different from those of the United States. In particular, the
financial information included in this announcement has 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. The Tender Offer is made
to Innofactor's shareholders resident in the United States on the
same terms and conditions as those made to all other shareholders
of Innofactor to whom an offer is made. Any informational
documents, including this announcement, are being disseminated to
U.S. shareholders on a basis comparable to the method that such
documents are provided to Innofactor's other shareholders.
To the extent permissible under applicable law
or regulations, the Offeror and its affiliates or its brokers and
its brokers' affiliates (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time after the date of
this stock exchange release and during the pendency of the Tender
Offer, and other than pursuant to the Tender Offer, directly or
indirectly purchase or arrange to purchase Shares or any securities
that are convertible into, exchangeable for or exercisable for
Shares. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
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 Innofactor of such
information. In addition, the financial adviser to the Offeror may
also engage in ordinary course trading activities in securities of
Innofactor, which may include purchases or arrangements to purchase
such securities. To the extent required in Finland, any information
about such purchases will be made public in Finland in the manner
required by Finnish law.
Neither the SEC nor any U.S. state securities
commission has approved or disapproved the Tender Offer, passed
upon the merits or fairness of the Tender Offer, or passed any
comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer. Any representation to
the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer
by a U.S. holder of Shares may be a 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 holder of
Shares is urged to consult its independent professional advisers
immediately regarding the tax and other consequences of accepting
the Tender Offer.
To the extent the Tender Offer is subject to
U.S. securities laws, those laws only apply to U.S. holders of
Shares and will not give rise to claims on the part of any other
person. It may be difficult for Innofactor’s shareholders to
enforce their rights and any claims they may have arising under the
U.S. federal securities laws, since the Offeror and Innofactor are
located in non-U.S. jurisdictions and some or all of their
respective officers and directors may be residents of non-U.S.
jurisdictions. Innofactor shareholders may not be able to sue the
Offeror or Innofactor or their respective officers or directors in
a non-U.S. court for violations of the U.S. federal securities
laws. It may be difficult to compel the Offeror and Innofactor and
their respective affiliates to subject themselves to a U.S. court's
judgment.
Forward-looking statements
This announcement contains statements that, to
the extent they are not historical facts, constitute
"forward-looking statements". Forward-looking statements include
statements concerning plans, expectations, projections, objectives,
targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or
intentions relating to acquisitions, competitive strengths and
weaknesses, plans or goals relating to financial position, future
operations and development, business strategy and the trends in the
industries and the political and legal environment and other
information that is not historical information. In some instances,
they can be identified by the use of forward-looking terminology,
including the terms "believes", "intends", "may", "will" or
"should" or, in each case, their negative or variations on
comparable terminology. By their very nature, forward-looking
statements involve inherent risks, uncertainties and assumptions,
both general and specific, and risks exist that the predictions,
forecasts, projections and other forward-looking statements will
not be achieved. Given these risks, uncertainties and assumptions,
investors are cautioned not to place undue reliance on such
forward-looking statements. Any forward-looking statements
contained herein speak only as at the date of this
announcement.
Disclaimer
Advium Corporate Finance Ltd. is acting exclusively
on behalf of Innofactor and no one else in connection with this
Tender Offer or other matters referred to in this document, does
not consider any other person (whether the recipient of this
statement or not) as a client in connection to the Tender Offer and
is not responsible to anyone other than Innofactor for providing
protection or for providing advice in connection with the Tender
Offer or any other transaction or arrangement referred to in this
document.
- Innofactor - Board recommendation - English(10395611.26)
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