Statement of the Board of Directors of Pihlajalinna Plc Regarding the Voluntary Public Cash Tender Offer by Mehiläinen Yhtiöt Oy

Fri, Jan 03, 2020 08:05 CET

Pihlajalinna Plc Stock Exchange Release 3 January 2020 at 9.05 am

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.

Statement of the Board of Directors of Pihlajalinna Plc Regarding the Voluntary Public Cash Tender Offer by Mehiläinen Yhtiöt Oy

Mehiläinen Yhtiöt Oy (“Mehiläinen” or the “Offeror”) and Pihlajalinna Plc (“Pihlajalinna” or the “Company”) have on 5 November 2019 announced that Mehiläinen will make a voluntary recommended public cash tender offer for all issued and outstanding shares in Pihlajalinna (the “Tender Offer”).

Pursuant to the Chapter 11, Section 13 of the Finnish Securities Markets Act (746/2012, as amended), the Board of Directors of Pihlajalinna hereby issues the following statement regarding the Tender Offer.

TENDER OFFER IN BRIEF

Mehiläinen and Pihlajalinna have entered into a combination agreement (the “Combination Agreement”) on 5 November 2019. The Combination Agreement sets out, among other things, the main terms and conditions pursuant to which the Offeror shall make the Tender Offer.

The terms and conditions of the Tender Offer are set out in the tender offer document (the “Tender Offer Document”) which is expected to be published by the Offeror on or about 9 January 2020. The offer period of the Tender Offer is expected to commence on or about 9 January 2020 and to expire on or about 19 March 2020, unless the Offeror extends the offer period in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws, in order to satisfy the conditions of completion of the Tender Offer, including obtaining merger control clearance. Mehiläinen expects that the Tender Offer will be completed towards the end of the second quarter of 2020 or at the latest during the third quarter of 2020.

The offer price is EUR 16.00 in cash for each share in Pihlajalinna (the “Offer Price”). The Offer Price represents a premium of approximately:

46 percent compared to the closing price of the Pihlajalinna share on Nasdaq Helsinki Ltd. stock exchange (“Nasdaq Helsinki”) on 4 November 2019, the last trading day before the announcement of the Tender Offer;
50.1 percent compared to the volume-weighted average trading price of the Pihlajalinna share on Nasdaq Helsinki during the 3-month period preceding the date of the announcement of the Tender Offer; and
52.7 percent compared to the volume-weighted average trading price of the Pihlajalinna share on Nasdaq Helsinki during the 12-month period preceding the date of the announcement of the Tender Offer.

The terms and conditions of the Tender Offer apply to the Offer Price. Pursuant to the terms and conditions of the Tender Offer, should the number of issued and outstanding shares in Pihlajalinna on the date hereof change as a result of a new share issue, reclassification, stock split or any other similar transaction with dilutive effect, or should Pihlajalinna distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or should a record date with respect to any of the foregoing occur prior to the completion of the Tender Offer, the Offer Price shall be reduced accordingly on a euro-for-euro basis.

According to the stock exchange release issued by the Offeror on 5 November 2019 (the “Offeror Release”), if Mehiläinen is able to acquire more than ninety percent (90%) of the issued and outstanding shares and voting rights in Pihlajalinna, Mehiläinen intends to initiate compulsory redemption proceedings in accordance with Finnish Companies Act (624/2006, as amended) to acquire the remaining shares in Pihlajalinna, and thereafter to cause shares in Pihlajalinna to be delisted from Nasdaq Helsinki as soon as reasonably practicable.

According to the Offeror Release, as required under applicable laws, the Offeror has, and will have at the completion of the Tender Offer, access to debt and equity funding in sufficient amounts to finance the payment of the aggregate Offer Price for all of the issued and outstanding shares in Pihlajalinna in connection with the Tender Offer (including in any mandatory redemption proceedings in accordance with the Finnish Companies Act). The debt financing is subject to customary certain funds financing conditions.

According to the Offeror Release, LocalTapiola General Mutual Insurance Company, MWW Yhtiö Oy, Fennia Mutual Insurance Company, LocalTapiola Mutual Life Insurance Company, Elo Mutual Pension Insurance Company, Leena Niemistö, funds advised by Fondita Fund Management Company Ltd., Ilmarinen Mutual Pension Insurance Company, Fennia Life Insurance Company Ltd., as well as certain other major shareholders of Pihlajalinna, have undertaken to accept the Tender Offer, subject to certain customary conditions. Such undertakings concern approximately 63.2 percent of the shares and votes in Pihlajalinna in the aggregate.

The completion of the Tender Offer is subject to certain conditions being fulfilled or waived on or by the date of the Offeror’s announcement of the final result of the Tender Offer. These conditions include, among others, all necessary regulatory approvals having been received by the Offeror, and the Tender Offer having been accepted with respect to shares representing, together with shares otherwise acquired by the Offeror prior to or during the offer period, more than 90 percent of the issued and outstanding shares and votes in Pihlajalinna.

THE STATEMENT OF THE BOARD OF DIRECTORS

1. Background of the statement

Pursuant to the Finnish Securities Market Act, the Board of Directors of Pihlajalinna shall prepare a public statement regarding the Tender Offer.

The statement shall include a well-founded assessment of the Tender Offer from the perspective of Pihlajalinna and its shareholders, as well as of the strategic plans presented by the Offeror in the Tender Offer Document and their likely effects on the operations and employment of Pihlajalinna as presented by the Offeror in the Tender Offer Document.

For the purposes of issuing this statement, the Offeror has submitted to the Board of Directors the draft version of the Finnish language Tender Offer Document in the form in which the Offeror has filed it with the Finnish Financial Supervisory Authority for approval on 30 December 2019.

In preparing its statement, the Board of Directors has relied on information provided in the draft Tender Offer Document and the Offeror Release and has not independently verified this information. For that reason, Board’s assessment regarding Tender Offer’s likely effects on the operations of and employment at Pihlajalinna should be treated with caution.

2. Assessment regarding strategic plans presented by the Offeror and their likely effects on the operations of, and employment at, Pihlajalinna Plc

Information given by the Offeror

The Board of Directors has assessed the Offeror's strategic plans based on information included in the draft Tender Offer Document and the Offeror Release which are described below.

According to information provided in the draft Tender Offer Document and the Offeror Release, Mehiläinen believes that the combination with Pihlajalinna will bring immediate benefits to all customer segments of both companies. Together, Mehiläinen and Pihlajalinna can offer private, corporate and public sector customers a comprehensive and complementary service offering and physical network across Finland. Private individuals will benefit from a comprehensive physical network combined with a broader service offering, and occupational healthcare customers will have access to a truly nationwide combined service network of over 200 occupational health stations.

Mehiläinen sees that adequate scope and scale are required in order for health and social care service providers to be able to offer best in class quality, effectively exploit digitalization and to develop innovative services. Together, Mehiläinen and Pihlajalinna will have the resources and capabilities that enable even greater investments in digital solutions, knowledge management and service innovation. The scale of the combined company will also support the international expansion targeted by Mehiläinen. In line with Mehiläinen’s growth strategy, the combination is therefore a logical step and response to the anticipated changes in market dynamics and increasing customer requirements.

According to the draft Tender Offer Document, the combination is expected to ensure the necessary scale and capabilities for the combined company required to meet the ever-stricter national quality and minimum volume requirements, in particular within the provision of public secondary healthcare services to public organizations with responsibility for organizing or producing public health and social care services. Further, the combination seeks to ensure adequate scale in light of the contemplated reform of social services, healthcare and regional government (known as the SOTE reform) to provide high-quality services to the large procurement organizations comprising municipalities, hospital districts and the contemplated counties. Pihlajalinna has been successful with its joint venture model in realizing significant economic benefits to its municipal customers as well as improved access to primary and secondary healthcare services. The combined experience and best practices of Mehiläinen and Pihlajalinna are expected provide significant value to the existing public sector customers of both companies.

Mehiläinen expects that the combination will strengthen the innovation capabilities of the combined company and increase resources in digital healthcare. The combination will enable Mehiläinen to bring even better health and wellness applications for its customers in both private and occupational healthcare, as well as for the customers of public providers. Knowledge and innovation management, increased patient empowerment, early risk detection, fast access to care and better adherence to treatment with digital patient pathways, treatment guidelines and quality metrics will ultimately result in better health for the society.

Subject to completion of the Tender Offer, Mehiläinen intends to integrate Pihlajalinna into its operations. The initiatives to be implemented pursuant to such integration will be determined following completion of a separate detailed review of the respective operations of the companies, and no decisions with respect thereto have been made as at the date of the Tender Offer Document. Such integration measures may involve measures aimed at streamlining the corporate group structure following completion of the Tender Offer, such as mergers of companies belonging to the Pihlajalinna Group into the Mehiläinen Group. Such measures aimed at streamlining the corporate group structure, if implemented, are not in and of themselves expected to have any immediate material effects on Pihlajalinna’s operations or assets, the position of Pihlajalinna’s management or employees or its business locations. All integration measures will be carried out in accordance with applicable laws and consultation processes, and the existing rights of Pihlajalinna’s employees will be fully respected following completion of the Tender Offer.

Mehiläinen intends to change the composition of the Board of Directors of Pihlajalinna as soon as practically possible after the completion of the Tender Offer. Further, as part of the process for obtaining merger control clearance, it cannot be ruled out that the Offeror will be required to offer remedies in order to obtain merger control clearance, including potential divestments of selected units or operations of Pihlajalinna and/or Mehiläinen

Board assessment

The Board of Directors considers that the information on the Offeror's strategic plans concerning Pihlajalinna included in the draft Tender Offer Document is of a general nature. However, based on information presented to Pihlajalinna and its Board of Directors, the Board of Directors believes that the strategic plans of the Offeror pursuant to the terms and conditions of the Tender Offer would not generally have significant immediate effects on the operations of Pihlajalinna.

The Board shares Mehiläinen’s view that the combined company has capabilities to expand its offering to its customers, better abilities to meet the ever-stricter national quality and minimum volume requirements as well as creates adequate scale to serve large procurement organizations comprising municipalities, hospital districts and the contemplated counties as well as other customers of the combined company. Further, the Board considers that the Offer Price and the credibility of the Offeror as an owner as well as the support by major shareholders for the offer, support Offeror’s ability to reach more than 90 % ownership of the shares and votes.

The Board notes, that the Tender Offer may have an effect on business locations and employment in the Company with regard to duplicative functions. The Board sees that the final and longer-term impact of the integration may, however, be assessed only after the completion of the Tender Offer.

On the date of this statement, the Board of Directors has not received formal statements from the Company’s employees as to the effects of the Tender Offer on the employment at Pihlajalinna.

3. Assessment of the Board of Directors from the perspective of Pihlajalinna Plc and its shareholders

Introduction

When evaluating the Tender Offer, analyzing alternative opportunities available to Pihlajalinna and concluding on its statement, the Board of Directors has considered several factors, such as Pihlajalinna's recent financial performance, current position and future prospects, and the historical performance of the trading price of the Pihlajalinna share.

The Board of Directors' assessment of the merits of continuing the business operations of Pihlajalinna as an independent company has been based on reasonable future-oriented estimates, which include several uncertainties, whereas the Offer Price and the premium included therein is not subject to any uncertainty other than the fulfilment of the conditions to completion of the Tender Offer.

In order to support its assessment of the Tender Offer, the Board of Directors has received a fairness opinion, dated 5 November 2019, regarding the Tender Offer (the “Fairness Opinion”) from Pihlajalinna's financial advisor, HLP Corporate Finance Oy. Subject to the assumptions and qualifications set out in the Fairness Opinion, the Fairness Opinion states that the Offer Price is fair from the financial point of view. The Fairness Opinion is attached as Appendix 1 to this statement.

Board assessment

The Board of Directors believes that the Offer Price offered to the shareholders of Pihlajalinna is fair based on an assessment of the issues and factors that the Board of Directors has concluded to be material in evaluating the Tender Offer. These include, among other factors:

the Offer Price offered for the shares;
information and assumptions on the business operations and finances of Pihlajalinna at the date of this statement and their expected future development;
the historical trading price of the Pihlajalinna share;
valuation multiples of the Pihlajalinna share and the valuations available prior to the announcement of the Tender Offer;
the cash consideration of the Tender Offer, which provides the shareholders with immediate liquidity;
the likelihood of completion of the Tender Offer and that the terms are customary as a whole;
other terms and conditions of the Tender Offer;
the support by certain large shareholders in Pihlajalinna for the Tender Offer and the undertakings provided thereof;
the Fairness Opinion issued by HLP Corporate Finance Oy.

The Board of Directors has noted that Pihlajalinna would also have other strategic opportunities to develop its business as an independent company for the benefit of Pihlajalinna and its shareholders. However, taking into consideration the risks and uncertainties associated with such stand-alone approach as well as the terms and conditions of the Tender Offer, the Board of Directors has concluded that under the current circumstances the Tender Offer is a more favorable alternative for the shareholders.

4. Recommendation of the Board of Directors

Recommendation

The Board of Directors of Pihlajalinna has carefully assessed the Tender Offer and its terms and conditions based on the draft Tender Offer Document, the Fairness Opinion, and other available information.

Considering the above factors, the Board of Directors sees that the terms and conditions of the Tender Offer and the amount of the Offer Price are under the prevailing circumstances fair to Pihlajalinna’s shareholders.

Based on the above, the Board of Directors of Pihlajalinna recommends that the shareholders of Pihlajalinna accept the Tender Offer.

The Board bases this statement on assessment of the issues and factors which the Board of Directors has concluded to be material in evaluating the Tender Offer, including, among others, the information and assumptions on the business operations and finances of Pihlajalinna at the date of this statement and their presumed future development.

Decision making

Six out of the seven members of the Board of Directors have participated in the decision-making concerning this statement. The Board member Kati Sulin did not participate in the decision as she has disqualified herself from the decision-making due to being a board member in LocalTapiola Mutual Life Insurance Company, which is a significant shareholder both in the parent company of the Offeror’s group and the Company. Board members Seija Turunen, Matti Jaakola and Hannu Juvonen have been considered as independent and impartial as they are independent both from the Company and its significant shareholders. Board member Mika Manninen is independent from the Company, but he has been considered as dependent of major shareholders Fennia Mutual Insurance Company and Fennia Life Insurance Company Ltd., which have given an undertaking, save for certain customary conditions, to accept the Tender Offer. Board member Mikko Wirén is the majority shareholder of MWW Yhtiö Oy and Board member Leena Niemistö is personally a shareholder in the Company and in such capacity MWW Yhtiö Oy and Leena Niemistö have each given an undertaking, save for certain customary conditions, to accept the Tender Offer. Furthermore, Mikko Wirén has entered into an agreement with the Offeror not to compete with the combined company and to assist in the execution of the integration, against certain agreed fee and subject to certain conditions.

Each member of the Board of Directors has independently assessed whether he or she can, unconstrained by undue influences, participate in the preparations of this statement and decision to recommend the Tender Offer to the shareholders and further the interests of the shareholders collective. Other than Board member Kati Sulin, each of the Board members has determined that the above circumstances do not affect his or her possibilities to act in accordance with a board member’s fiduciary duties. The decision by the Board has thereafter been made at the presentation of the entirely independent members Seija Turunen, Matti Jaakola and Hannu Juvonen, and adopted by the Board constituting a quorum.

5. Other Matters

The Board of Directors of Pihlajalinna notes that the combination of Pihlajalinna and Mehiläinen may pose unforeseeable challenges to both parties, and the combination may, as is common in similar arrangements, involve unforeseeable risks.

The Board of Directors further notes that according to Offeror’s notice, the offer period of the Tender Offer is intended to be extended so that the Offeror expects that the Tender Offer would be completed towards the end of second quarter of 2020 or at the latest during the third quarter of 2020. The offer period may therefore be somewhat long. Pursuant to the Securities Market Act the offer period may for special reasons be more than ten (10) weeks provided that the business operations of the target company are not hindered for longer than reasonable. A notice of closing of the offer period shall be disclosed at least two (2) weeks prior to the closure of the offer period.

The Board of Directors notes that shareholders of Pihlajalinna should also consider the risks related to not accepting the Tender Offer. In case the condition of completion regarding reaching at least 90 % of shares and votes would be waived, the completion of the Tender Offer would reduce the number of shareholders in Pihlajalinna and the number of shares that would otherwise be publicly traded. Depending on the number of shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and value of the shares.

Pursuant to Chapter 18 of the Finnish Companies Act (624/2006, as amended), a shareholder with more than 90 percent of all shares and votes in a company shall have the right to acquire, and subject to a demand by the other shareholders also be obligated to redeem, the shares owned by the other shareholders. The shares held by shareholders in Pihlajalinna who have not accepted the Tender Offer may be redeemed through compulsory redemption proceedings under the Finnish Companies Act under the conditions set out therein.

This statement of the Board of Directors does not constitute investment or tax advice, and the Board of Directors cannot be expected to specifically evaluate herein the general price development or the risks relating to the shares in general. Shareholders must independently decide whether to accept the Tender Offer, and they should take into account all relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the shares.

Pihlajalinna shall comply with the Helsinki Takeover Code issued by Securities Market Association and as referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.

HLP Corporate Finance Oy acts as the financial advisor and Merilampi Attorneys Ltd. as legal advisor for Pihlajalinna.

In Helsinki 3 January 2020

The Board of Directors of Pihlajalinna Plc

Appendix: Fairness Opinion

Further information:
The Chairman of the Board of Directors Mikko Wirén

Contact details through Pihlajalinna communications: Communications Manager Taina Lehtomäki (Tel. +358 50 451 3678, e-mail: taina.lehtomaki@pihlajalinna.fi)

ABOUT PIHLAJALINNA

Pihlajalinna is one of the leading private social and healthcare services providers in Finland. The Company provides social and healthcare services as well as wellbeing services for households, companies, insurance companies and public sector entities. Pihlajalinna offers services in private clinics, health centers, dental clinics, hospitals, nursing homes, reception center, and fitness centers around Finland. Pihlajalinna provides general practitioner and specialized care services, including emergency and on-call services, a wide range of surgical services, occupational healthcare and dental care services, in private clinics and hospitals. The Company, in cooperation with the public sector, offers social and healthcare service provision models to public sector entities with the aim of providing high quality services for public pay healthcare customers.

The revenue of the Pihlajalinna Group was EUR 487.8 million for the financial year 2018, EBITDA, as reported in the financial statements 2018, was EUR 31.2 million, and the operating profit was EUR 12.8 million (EBITDA for 2018, as calculated retrospectively after the implementation of the new IFRS 16 Leases standard, was EUR 44.8 million, and similarly the operating profit was EUR 13.2 million).

IMPORTANT INFORMATION

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, 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, 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.

Statement of the Board of Directors of Pihlajalinna Plc Regarding the Voluntary Public Cash Tender Offer by Mehiläinen Yhtiöt Oy

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