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FINAL RESULTS OF THE EXTENDED OFFER PERIOD OF VIKING ACQUISITION CORP’S TENDER OFFER FOR ALL THE SHARES IN TECNOTREE

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Tecnotree Corporation
Stock Exchange Release
May 4, 2018 at 19:30

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

FINAL RESULTS OF THE EXTENDED OFFER PERIOD OF VIKING ACQUISITION CORP’S TENDER OFFER FOR ALL THE SHARES IN TECNOTREE

The extended offer period under the recommended public cash tender offer by Viking Acquisitions Corp. (“Viking” or the “Offeror”) to purchase all of the issued and outstanding shares in Tecnotree Corporation (“Tecnotree”) (the “Tender Offer”) expired on 30 April 2018 (the “Extended Period”).

According to the final results of the Extended Period, the shares tendered during the offer period and the Extended Period amount to 78,613,283 and represent approximately 64.1% of all the shares and votes in Tecnotree on a fully diluted basis as defined in the terms and conditions of the Tender Offer. The Offeror has acquired 29,321,685 Tecnotree shares outside the Tender Offer representing approximately 23.9% of all the shares and votes in Tecnotree, and together with the shares tendered during the offer period and the Extended Period a total of approximately 88.0% of all the shares and votes in Tecnotree.

According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to the valid tender of Tecnotree shares representing more than 90% of all the shares and voting rights in Tecnotree, together with any other Tecnotree shares acquired by the Offeror, on a fully diluted basis. As the condition to completion of the Tender Offer of reaching the 90% threshold has not been met, the Offeror has decided that it will not complete the Tender Offer.

Commenting on the Offeror’s decision not to complete the Tender Offer, Mike Shinya, President of the Offeror said:

“Whilst it is disappointing that we did not reach our goal of 90% in tendered and bought shares, we are very confident that all possible efforts were made to do so. After our initial offer period expired, we extended the offer period by a further two weeks. We also entered the market and acquired Tecnotree shares vigorously. As a result, we are now Tecnotree’s largest shareholder with a near 24% shareholding. It is encouraging for us that we will continue our dialogue and collaboration with Tecnotree and that the board of directors of Tecnotree will propose to the annual general meeting of Tecnotree to be held on 30 May 2018 to nominate myself and Viking’s board member Andrew Price as members of the board of directors of Tecnotree. I believe this continued relationship will serve all stakeholders of Tecnotree very well.”

As the Tender Offer will not be completed, the transfer restriction registered on the tendered shares in the relevant book-entry accounts will be removed as soon as possible and on 9 May 2018 at the latest.

FURTHER INFORMATION

  • Mike Shinya, President of Viking, phone +44 7768 337351

Tecnotree in brief:

Tecnotree is a global supplier of telecom IT software products and solutions, for charging, billing, customer care, messaging and content management services. The Company’s product portfolio comprises virtually the full range (order-to-cash) business management solutions for telecom operators, with standard solutions for fixed networks, mobile services and broadband and for managing subscriptions, services and cash flows for prepaid and post-paid customers.

Tecnotree is listed on Nasdaq Helsinki Ltd. (TEM1V). For more information, please visit www.tecnotree.com.

Viking in brief:

Viking is a corporation incorporated and existing under the laws of Delaware, the United States. Viking and its affiliates focus on buying, strengthening and growing software companies worldwide.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS 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 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 THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND 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 LAW. 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, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

About Tecnotree

Tecnotree is a global provider of IT solutions for the management of services, products, customers and revenue for Communications Service Providers. Tecnotree helps customers to monetise and transform their business towards a marketplace of digital services. Together with its customers, Tecnotree empowers people to self-serve, engage and take control of their own digital life.

Tecnotree is listed on Nasdaq Helsinki (TEM1V). For more information, please visit

www.tecnotree.com.

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