Mehiläinen Yhtiöt Oy’s voluntary public cash tender offer for all shares in Pihlajalinna Plc: Expiry of acceptance period and preliminary result
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, 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.
Mehiläinen Yhtiöt Oy’s voluntary public cash tender offer for all shares in Pihlajalinna Plc: Expiry of acceptance period and preliminary result
Pihlajalinna Plc Stock Exchange Release 23 November 2020 at 2.32 p.m. (EET)
Mehiläinen Yhtiöt Oy (“Mehiläinen” or the “Offeror”) and Pihlajalinna Plc (“Pihlajalinna”) have on 5 November 2019 entered into a combination agreement pursuant to which Mehiläinen has made a voluntary recommended public cash tender offer for all issued and outstanding shares in Pihlajalinna (the “Tender Offer”).
The Offeror has today published the following information:
“The acceptance period under the Tender Offer (the “Offer Period”) commenced on 9 January 2020 at 9:30 a.m. (Finnish time) and expired on 20 November 2020 at 4:00 p.m. (Finnish time). For reasons outlined in Mehiläinen’s previous announcement on 15 October 2020, Mehiläinen is not able to extend the Offer Period further. Therefore, in accordance with the terms and conditions of the Tender Offer, Mehiläinen announces the preliminary result of the Tender Offer.
According to the preliminary result of the Tender Offer, the shares validly tendered and not properly withdrawn in the Tender Offer represent approximately 85.78 percent of all issued and outstanding shares and votes in Pihlajalinna. As at the date of this stock exchange release, Mehiläinen does not, directly or indirectly, own any shares in Pihlajalinna.
Mehiläinen will announce the final result of the Tender Offer on or about 25 November 2020 and will in connection therewith confirm whether the Tender Offer will be completed. The completion of the Tender Offer is subject to, among other conditions, obtaining merger control clearance and that the Tender Offer has been accepted with respect to shares representing, together with shares otherwise acquired by Mehiläinen, more than ninety percent (90%) of the issued and outstanding shares and votes in Pihlajalinna. Should not all conditions to completion of the Tender Offer be fulfilled or waived on or by the date of the announcement of the final result of the Tender Offer, Mehiläinen will not complete the Tender Offer. With respect to merger control clearance for the Tender Offer, the handling of the matter is still pending before the Market Court. The Market Court’s statutory handling period expires on 29 December 2020, and Mehiläinen does not expect the Market Court to render its decision before Mehiläinen announces the final result of the Tender Offer. Mehiläinen therefore deems it unlikely that it will be able to complete the Tender Offer.
Mehiläinen will continue the proceedings before the Market Court with the aim of obtaining the Market Court’s decision by the end of the statutory handling period. Should Mehiläinen obtain a favorable decision from the Market Court, Mehiläinen would seek to cooperate with Pihlajalinna in exploring a possible combination of the two companies by way of a subsequent transaction. However, there can be no guarantees with respect to the proceedings before the Market Court, including whether the Market Court will approve the proposed combination on acceptable terms or at all. Even if Mehiläinen was able to obtain a favorable decision from the Market Court, there can be no guarantee with respect to the possible subsequent discussions between Mehiläinen and Pihlajalinna, including whether any transaction between Mehiläinen and Pihlajalinna will materialize or as to the terms and conditions of any such transaction, if materialized. Mehiläinen will separately announce the outcome of the proceedings before the Market Court as well as the outcome of any possible subsequent discussions with Pihlajalinna.
Janne-Olli Järvenpää, CEO of Mehiläinen:
“We continue to strongly believe in the benefits of the proposed combination of Mehiläinen and Pihlajalinna. It is therefore unfortunate that the delays in the Finnish Competition and Consumer Authority’s review of the transaction have resulted in the current situation where Mehiläinen is no longer able to extend the offer period.We will now work together with Pihlajalinna to conclude the proceedings before the Market Court. If we are able to obtain a favorable decision, we will seek to engage with Pihlajalinna in a joint exploration of possibilities for a mutually beneficial combination of the two companies.””
Pihlajalinna:
Pihlajalinna notes that Mehiläinen has not extended the Offer Period that ended on 20 November 2020, on the basis of which the Offer Period has now expired. Pihlajalinna has not committed to new negotiations with Mehiläinen.
Pihlajalinna nevertheless considers it desirable for the Market Court to complete its handling of the merger control clearance proceedings and issue a decision within the statutory time frame.
Pihlajalinna will continue its own operations normally as an independent company.
Mikko Wirén, Chairman of the Board of Directors of Pihlajalinna:
“We have developed our operations on a long-term basis throughout, notwithstanding the ongoing tender offering process. The decision proposal of the Finnish Competition and Consumer Authority in September surprised us, as a careful competition law assessment had been performed before signing the merger agreement. The feasibility of the transaction in question significantly deteriorated following the regrettable FCCA decision. In the midst of a coronavirus epidemic that has affected all operators, the company has been able to further its strategic objectives and achieved a good financial result in the third quarter of the year.”
The stock exchange release of the Offeror published today is enclosed in its entirety to this stock exchange release (Appendix 1).
Contacts for media and investor inquiries:
Pihlajalinna
Joni Aaltonen, CEO of Pihlajalinna Plc
Requests for contacts through Pihlajalinna’s communications:
Communications Manager Taina Lehtomäki
tel. +358 50 451 3678
taina.lehtomaki@pihlajalinna.fi
Mehiläinen
Janne-Olli Järvenpää, CEO of Mehiläinen
Requests for contacts through Mehiläinen’s communications:
Communications Director Laura Martinsuo
tel. +358 40 196 2892
laura.martinsuo@mehilainen.fi
Pihlajalinna in brief:
Pihlajalinna is one of the leading private providers of social, healthcare and well-being services in Finland. The company provides services for households, companies, insurance companies and public sector entities, such as municipalities, federations of municipalities and hospital districts. Listed on the official list of Nasdaq Helsinki since 2015, Pihlajalinna’s reported revenue was EUR 518.6 million in 2019. Pihlajalinna’s nearly 6,000 employees and approximately 1,200 private practitioners produce services in over 210 locations across Finland.
Mehiläinen in brief:
Now 111 years old, Mehiläinen is a rapidly developing and growing private provider of healthcare and social care services, offering comprehensive high-quality services to private, corporate, municipal and insurance customers. Mehiläinen provides help, support and care for approximately 1.3 million customers every year across Finland. In 2019, our revenue was EUR 1064.1 million and our customers were cared for by more than 21,800 employees and private practitioners at over 500 locations. In all of its business areas, Mehiläinen invests in high-quality health care with an impact and develops and exports Finnish digital healthcare know-how across the world as a forerunner in its field.
IMPORTANT INFORMATION
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, 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 SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, 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. THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF 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 AND RELATED ACCEPTANCE FORMS AND SUPPLEMENT DOCUMENTS 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, BY ANY MEANS OR INSTRUMENTALITY (INCLUDING WITHOUT LIMITATION E-MAIL, POST, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE), IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR THROUGH ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, 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 SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. ANY PURPOTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS 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”). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT 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.
Information to shareholders in the United States
Shareholders in the United States are advised that the shares in Pihlajalinna are not listed on a U.S. securities exchange and that Pihlajalinna 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 in Pihlajalinna, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States in compliance with Section 14(e) of the Exchange Act and the applicable rules and regulations promulgated thereunder, including Regulation 14E (in each case, subject to any exemptions or relief therefrom, if applicable) 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 stock exchange release 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 Pihlajalinna’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Pihlajalinna to whom an offer is made. Any information documents, including this stock exchange release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Pihlajalinna’s other shareholders.
To the extent permissible under applicable law or regulations, including Rule 14e-5 under the Exchange Act, Mehiläinen and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Mehiläinen 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 and combination, directly or indirectly, purchase or arrange to purchase, the shares in Pihlajalinna 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 Pihlajalinna of such information. In addition, the financial advisers to Mehiläinen may also engage in ordinary course trading activities in securities of Pihlajalinna, 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 this stock exchange release. 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 in Pihlajalinna 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 in Pihlajalinna is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Pihlajalinna’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Mehiläinen and Pihlajalinna 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. Pihlajalinna’s shareholders may not be able to sue Mehiläinen or Pihlajalinna 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 Mehiläinen and Pihlajalinna and their respective affiliates to subject themselves to a U.S. court’s judgment.
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.
Appendix 1 The stock exchange release of the Offeror published on 23 November 2020