The Board of Directors of Musti Group Plc supplements its statement regarding the voluntary public cash tender offer by Flybird Holding Oy due to the increase in offer price
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 WHERE TO DO SO AND/OR IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
The Board of Directors of Musti Group Plc supplements its statement regarding the voluntary public cash tender offer by Flybird Holding Oy due to the increase in offer price
Musti Group Plc TENDER OFFER 1 February 2024 at 7:05 p.m. EET
As previously announced, Flybird Holding Oy (the “Offeror”), a company owned by a consortium (the “Consortium”) comprising Sonae Holdings, S.A. (a subsidiary wholly-owned and controlled by Sonae - SGPS, S.A. (“Sonae”)), Jeffrey David, Johan Dettel and David Rönnberg, and Musti Group Plc (the “Company” or “Musti”), have on 29 November 2023 entered into a combination agreement (the “Combination Agreement”), pursuant to which the Offeror has made a recommended voluntary public cash tender offer to acquire all of the issued and outstanding shares in Musti that are not held by Musti or any of its subsidiaries (the “Shares” or, individually, a “Share”) (the “Tender Offer”). The Board of Directors of Musti, represented by a quorum comprising the non-conflicted members of the Board of Directors who are not part of the Consortium (the “Board of Directors”), has on 13 December 2023 issued a statement (the “Statement”) concerning the Tender Offer in accordance with Chapter 11 Section 13 of the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”). The Statement has been included in the tender offer document published on 15 December 2023 by the Offeror (the “Tender Offer Document”).
The Offeror has on 25 January 2024 announced that it increases the offer price under the Tender Offer so that the offer price is EUR 26.10 in cash for each Share validly tendered in the Tender Offer (the “Increased Offer Price”), in lieu of the initial offer price of EUR 26.00. The Offeror has on the date herewith published a supplement to the Tender Offer Document (the “Supplement Document”) with detailed information on, among others, the Increased Offer Price and the extension to the offer period under the Tender Offer so that the offer period will expire on 15 February 2024 at 4:00 p.m. (Finnish time). The other terms and conditions of the Tender Offer remain as set out in the Tender Offer Document.
The Board of Directors must, pursuant to Chapter 11 Section 15 of the Finnish Securities Markets Act, supplement its Statement after the amended terms and conditions have been delivered to the Board of Directors. The Board of Directors has reviewed the amended terms and conditions and supplements its Statement by stating that the amendment of the terms and conditions concerning the increase in the offer price does not give cause for amending its previous recommendation. The Board of Directors refers to the Statement and, acting through its non-conflicted members, recommends unanimously that the shareholders accept the Tender Offer. The Board of Directors notes that the Increased Offer Price represents a premium of approximately:
- 27.6 per cent compared to EUR 20.46, i.e. the closing price of the Musti share on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on 28 November 2023, the last trading day immediately preceding the announcement of the Tender Offer;
- 39.8 per cent compared to EUR 18.66, i.e. the three-month volume-weighted average trading price of the Musti share on Nasdaq Helsinki on the last trading day immediately preceding the announcement of the Tender Offer;
- 41.0 per cent compared to EUR 18.51, i.e. the six-month volume-weighted average trading price of the Musti share on Nasdaq Helsinki on the last trading day immediately preceding the announcement of the Tender Offer; and
- 50.1 per cent compared to EUR 17.39, i.e. the twelve-month volume-weighted average trading price of the Musti share on Nasdaq Helsinki on the last trading day immediately preceding the announcement of the Tender Offer.
The Board of Directors states that according to information published by the Offeror, the Offeror has on 19 January 2024 received unconditional merger control clearance for completing the Tender Offer from the European Commission. Further, the Offeror has announced on 19 January 2024 that it has received all necessary regulatory approvals for the completion of the Tender Offer and confirmed that the condition to completion of the Tender Offer concerning the receipt of regulatory approvals has been fulfilled.
Being parties of the Consortium, members of the Board of Directors of Musti Jeffrey David and Johan Dettel have not participated in any consideration or decision-making concerning the implications of the Tender Offer or this supplement of the Statement.
This supplement does not constitute investment or tax advice, and the Board of Directors does not specifically evaluate herein the general price development or the risks relating to the Shares in general. The Board of Directors highlights, as presented in the Statement, that the Company’s shareholders shall independently make their decision on whether to accept the Tender Offer by taking into account all relevant and available information, including aspects presented in the Supplement Document and in the Statement of the Board of Directors, and other information that may impact the value of the Shares and the circumstances of each individual shareholder.
Musti and the Offeror have undertaken to comply with the Helsinki Takeover Code referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.
Musti has appointed Jefferies GmbH as its financial adviser and Roschier, Attorneys Ltd. as its legal adviser as to Finnish law matters and Cravath, Swaine & Moore LLP as U.S. counsel in connection with the Tender Offer. Hill and Knowlton Finland Oy acts as Musti’s communications advisor in the Tender Offer.
THE BOARD OF DIRECTORS
Distribution:
Nasdaq Helsinki
Principal media
www.mustigroup.com
Investor and Media enquiries:
Toni Rannikko
CFO
tel. +358 40 078 8812
Martin Svedholm
Director, Treasury and Investor Relations
tel. +358 50 579 0324, communications@mustigroup.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 WHERE TO DO SO AND/OR 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 Musti in the United States
The Tender Offer will be made for the issued and outstanding Shares in Musti, which is a public limited company incorporated and admitted to trading on a regulated market in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer will be made to Musti shareholders in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Tender Offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer law and practice. The financial information included in this announcement or the Tender Offer Document has not been prepared in accordance with U.S. GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of U.S. companies.
The Offeror and its respective affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase, or arrange to purchase outside the United States, Shares in Musti or any securities that are convertible into, exchangeable for or exercisable for such Shares before or during the period in which the Tender Offer remains open for acceptance, to the extent permitted by, and in compliance with, Rule 14e-5 under the U.S. Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law. 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 Musti of such information. In addition, the financial advisers to the Offeror or their respective affiliates may also engage in ordinary course trading activities in securities of Musti, which may include purchases or arrangements to purchase such securities.
Neither the U.S. Securities and Exchange Commission (“SEC”) nor any U.S. state securities commission has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer, or determined if this announcement or the Tender Offer Document is accurate or complete.
The Tender Offer, if consummated, may have consequences under U.S. federal income tax and applicable U.S. state and local, as well as non-U.S., tax laws for Musti shareholders. Each Musti shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Tender Offer.
It may not be possible for Musti shareholders in the United States to effect service of process within the United States upon Musti, the Offeror, Sonae Holdings, S.A. or any other member of the Consortium, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other U.S. law. It may not be possible to bring an action against Musti, the Offeror, Sonae Holdings, S.A., any other member of the Consortium or their respective officers or directors (as applicable), in a non-U.S. court for violations of U.S. law, including the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement. In addition, it may be difficult to enforce in Finland or Portugal original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws.
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
Jefferies GmbH (“Jefferies”), which is authorised and regulated in Germany by the Bundesanstalt für Finanzdienstleistungsaufsicht, is acting exclusively for Musti and no one else in connection with the Tender Offer, and will not regard any other person (whether or not a recipient of this statement) as their respective clients in relation to the Tender Offer and will not be responsible to anyone other than Musti for providing the protections afforded to their respective clients, nor for providing advice in relation to the Tender Offer or any transaction, matter, or arrangement referred to in the Tender Offer Document to be published in connection with the Tender Offer. Neither Jefferies nor any of its affiliates, nor any of its or their respective directors, officers, employees, agents or representatives, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the matters referred to in this statement.