Crayfish BidCo Oy provides update on merger control clearance processes and extends the offer period under the tender offer for all shares in Caverion Corporation until 2 October 2023
Caverion Corporation Tender Offer 24 July 2023 at 1.40 p.m. (EEST)
Crayfish BidCo Oy provides update on merger control clearance processes and extends the offer period under the tender offer for all shares in Caverion Corporation until 2 October 2023
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 ENTITLED “IMPORTANT INFORMATION” BELOW.
Crayfish BidCo Oy has today published the following information through a stock exchange release:
On 10 January 2023, Crayfish BidCo Oy (the “Offeror”), a Finnish private limited liability company indirectly controlled by the entities comprising Triton Fund V (together “Triton”), announced a voluntary public cash tender offer for all the issued and outstanding shares in Caverion Corporation (“Caverion” or the “Company”) that are not held by Caverion or any of its subsidiaries (the “Tender Offer”). The Offeror has published a tender offer document, dated 7 March 2023, concerning the Tender Offer and supplements to the tender offer document, dated 14 March 2023, 4 April 2023, 13 April 2023, 9 May 2023, 25 May 2023 and 16 June 2023 (the tender offer document as supplemented with the aforementioned supplement documents, the “Tender Offer Document”). The acceptance period under the Tender Offer (the “Offer Period”) commenced on 8 March 2023 at 9:30 a.m. (Finnish time) and was set to expire on 31 July 2023 at 4:00 p.m. (Finnish time).
UPDATE ON THE MERGER CONTROL CLEARANCE PROCESSES
The completion of the Tender Offer is conditional on, among others, the receipt of all necessary regulatory approvals, including merger control clearance. The Offeror has previously announced that following the Offeror’s voluntary referral request, the European Commission has decided to refer the review of the Finnish part of the transaction to the Finnish Competition and Consumer Authority (“FCCA”). As a result of the referral, the effects of the transaction on competition in Finland is being reviewed by the FCCA in accordance with Finnish procedural and substantive rules, whereas the European Commission will concentrate on the assessment of the effects of the transaction outside of Finland.
The Offeror continues to work on the processes for obtaining merger control clearance for the Tender Offer, and the processes are progressing as planned. With respect to the Finnish part of the transaction, the Offeror submitted the formal merger control notification to the FCCA on 20 June 2023. The FCCA has concluded the first phase of the notification proceedings and has today decided to initiate the Phase II proceedings. According to the Finnish Competition Act, the Phase II proceedings may not take more than 69 working days, unless the Finnish Market Court grants, upon application, an extension to the FCCA for reviewing the case.
Based on currently available information and ongoing discussions with the FCCA, the Offeror currently estimates that it will be able to obtain merger control clearance in Finland by the first half of September 2023, if not earlier, i.e., before the statutory deadline for the Phase II proceedings. With respect to the process with the European Commission, based on currently available information and ongoing discussions with the European Commission, the Offeror currently estimates that it will be able to obtain merger control clearance from the European Commission by the first half of September 2023, if not earlier. However, Caverion shareholders are advised that the length of the merger control clearance processes is not within the Offeror’s control, and that there can be no assurances that the clearances would be obtained within the estimated timeframe. If the clearances are not obtained within the estimated timeframe, the Offeror expects to extend the Offer Period further as stated in section “Extension of the Offer Period” below.
In all, the Offeror continues to anticipate that there will be no material substantive issues with respect to obtaining merger control clearances either from the FCCA or the European Commission.
EXTENSION OF THE OFFER PERIOD
Having regard to the ongoing merger control processes, the Offeror has decided to extend the Offer Period to expire on 2 October 2023 at 4:00 p.m. (Finnish time), unless extended further or discontinued in accordance with and subject to the terms and conditions of the Tender Offer and applicable laws and regulations. The Offeror reserves the right to further extend the Offer Period as necessary in order to satisfy the conditions to completion of the Tender Offer, including obtaining merger control clearance.
The terms and conditions of the Tender Offer remain unchanged in all other respects. Shareholders who have already tendered their shares in Caverion in the Tender Offer do not have to re-tender their shares or take any other action as a result of the extension of the Offer Period. The unanimous recommendation by the Board of Directors of Caverion that the holders of shares in Caverion accept the Tender Offer, as issued on 5 April 2023, remains in force unchanged.
OTHER MATTERS
The Offeror will supplement the Tender Offer Document in respect of the information included in this stock exchange release and will publish the supplement to the Tender Offer Document as soon as it has been approved by the Finnish Financial Supervisory Authority. The Offeror currently expects that the supplement to the Tender Offer Document will be published in early August 2023 at the latest.
Mikael Aro from Triton comments:
“We are moving forward with the merger control processes as planned and are pleased to announce that we currently believe we will be able to complete the tender offer in October 2023. We are continuing our proactive discussions with the merger control authorities with a view to facilitating swift and efficient clearance processes. We continue to anticipate that there will be no material substantive issues with respect to obtaining necessary merger control clearances.”
STATEMENT OF CAVERION’S BOARD OF DIRECTORS
Caverion continues to assist and cooperate with Triton to obtain the necessary merger clearances allowing for completion of the Tender Offer. As expressed in Caverion’s stock exchange release on 23 March 2023, the Board of Directors of Caverion expects based on an assessment by its legal advisor that the Tender Offer could likely be completed between October 2023 and February 2024. However, the Board of Directors of Caverion notes that the length of the merger control clearance processes is not within the Offeror’s nor Caverion’s control, and that there can be no assurances that clearances would be obtained within the estimated timeframe or at all.
Mats Paulsson, the Chairman of Caverion’s Board, comments:
“We appreciate the efforts that Triton has undertaken with the merger control processes and are pleased to see that they are progressing. Caverion continues to assist and cooperate with Triton in the best interest of all Caverion shareholders in order to enable completion of the tender offer. The unanimous recommendation of the Board of Directors of Caverion that the holders of shares in Caverion accept the Tender Offer remains unchanged.”
Distribution:
Nasdaq Helsinki, key media, www.caverion.com
ABOUT CAVERION
Caverion is a public limited liability company incorporated under the laws of Finland with its shares listed on the official list of Nasdaq Helsinki. Caverion is a Northern & Central European-based expert for smart and sustainable built environments, enabling performance and people's well-being. Caverion offers expert guidance during the entire life cycle of buildings, infrastructure or industrial sites and processes: from design & build to projects, technical and industrial maintenance, facility management as well as advisory services. At the end of December 2022, there were almost 14,500 professionals serving customers at the service of Caverion Group in 10 countries.
ABOUT TRITON
Triton is one of the leading Northern European investment firms which seeks to contribute to the building of better businesses for the longer term. Triton and its executives strive to be agents of positive change towards sustainable operational improvements and growth. The Triton funds invest in and support the positive development of businesses headquartered predominantly in Northern Europe. Triton has a long track record of investing in service businesses, such as Caverion, across the Nordic and DACH regions.
IMPORTANT INFORMATION
THIS STOCK EXCHANGE RELEASE 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 STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE 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 THE TENDER OFFER DOCUMENT, THE SUPPLEMENT DOCUMENTS AND THE 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 STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”). THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.
THIS STOCK EXCHANGE RELEASE 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 Caverion in the United States
The Tender Offer will be made for the issued and outstanding shares of Caverion, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is being made in reliance on, and in compliance with, Rule 14d-1(c) under the US Securities Exchange Act of 1934, as amended. The Tender Offer is being made for securities of a non-US company. The Tender Offer is being made 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, any financial information included in this release has been prepared in accordance with applicable accounting standards in Finland (including International Financial Reporting Standards as adopted by the European Union), which may not be comparable to the financial statements or financial information of U.S. companies.
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 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 in Caverion or any securities that are convertible into, exchangeable for or exercisable for such 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 Caverion of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Caverion, which may include purchases or arrangements to purchase such securities. Any information about such purchases will be made public in Finland to the extent, and in the manner required, by Finnish law.
Neither the United States Securities and Exchange Commission 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.
Caverion is organized under the laws of Finland, and the Offeror is organized under the laws of Finland. Some or all of the officers and directors of the Offeror and Caverion, respectively, are residents of countries other than the United States. In addition, most of the assets of the Offeror and Caverion are located outside the United States. As a result, it may be difficult for U.S. shareholders to enforce their rights and any claim they may have arising under the U.S. federal securities laws. U.S. shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgement.
Forward-looking statements
This stock exchange release 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 stock exchange release.
Disclaimer
Bank of America Europe DAC, Stockholm branch, a subsidiary of Bank of America Corporation, is acting exclusively for Caverion and no one else in connection with the Tender Offer and will not be responsible to anyone other than Caverion for providing the protections afforded to its clients or for providing advice in relation to the Tender Offer or any matter or arrangement referred to in this stock exchange release.
INVESTOR AND MEDIA ENQUIRIES
For further information, please contact:
Caverion
Milena Hæggström, Head of Investor Relations, Caverion Corporation, tel. +358 40 5581 328, milena.haeggstrom@caverion.com
Triton
Fredrik Hazén, Communications Professional at Triton
+46 709 483 810
hazen.wp@triton-partners.com
Media contact in Finland:
Niko Vartiainen, Principal Consultant at Tekir
+358 50 529 4299
niko@tekir.fi
More information about the Tender Offer at: triton-offer.com
Caverion is an expert for smart and sustainable built environments, enabling performance and people’s well-being. Customers can trust our expertise during the entire life cycle of their buildings, infrastructure or industrial sites and processes: from installation and maintenance of base and smart technologies, to managed services as well as advisory and engineering services and digital solutions. Our customers are supported by about 14,500 Caverion professionals in 10 countries in Northern and Central Europe. Our revenue in 2022 was over EUR 2.3 billion. Caverion’s shares are listed on Nasdaq Helsinki.
www.caverion.com @CaverionGroup
#BuildingPerformance #energywise #Caverion