PPG Industries, Inc. commences the recommended voluntary public cash tender offer for shares in Tikkurila Oyj on January 15, 2021

Thu, Jan 14, 2021 14:00 CET

PPG Industries, Inc. commences the recommended voluntary public cash tender offer for shares in Tikkurila Oyj on January 15, 2021

TIKKURILA OYJ
Tender Offer
January 14, 2021 at 3:00 p.m. EET

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 IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

PPG Industries, Inc. (“PPG” or the “Offeror”), a corporation incorporated under the laws of Pennsylvania, and Tikkurila Oyj (“Tikkurila” or the “Company”) announced on December 18, 2020 entry into a combination agreement (the “Combination Agreement”), which was amended on January 5, 2021, pursuant to which the Offeror would make a voluntary recommended public cash tender offer for all the issued and outstanding shares in the Company (the “Shares”, or individually a “Share”), that are not held by the Company or any of its subsidiaries (the “Tender Offer”).

According to the information provided by the Offeror, the Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The offer period under the Tender Offer (the “Offer Period”, which includes any extensions to or suspensions of the Offer Period) will commence on January 15, 2021 at 9:30 a.m. (Finnish time) and expire on March 15, 2021 at 4:00 p.m. (Finnish time), unless the Offer Period is extended in accordance with the terms and conditions of the Tender Offer and applicable laws and regulations. The Tender Offer is currently expected to be completed during the first half of 2021.

The Tender Offer Document will be available in Finnish together with an English translation thereof, from January 15, 2021 at Nasdaq Helsinki Oy at Fabianinkatu 14, FI-00100 Helsinki, Finland. An electronic version of the Tender Offer Document will be available in Finnish online at https://tenderoffer-tikkurila.ppg.com/ and at https://danskebank.fi/tikkurila as well as at https://www.tikkurilagroup.com/fi/sijoittajat/ostotarjous-tikkurilan-osakkeista from January 15, 2021. The English language translation of the electronic Tender Offer Document will be available online at https://tenderoffer-tikkurila.ppg.com/ and at https://danskebank.fi/tikkurila-en as well as at https://www.tikkurilagroup.com/investors/tender-offer-all-shares from January 15, 2021.

In the Tender Offer, the Offeror shall offer to acquire all the Shares for a consideration of EUR 27.75 in cash for each Share validly tendered in the Tender Offer (the “Offer Price”) subject to the terms and conditions of the Tender Offer and the adjustments described below. The Offer Price has been determined based on 44,105,881 Shares. Should the Company change the number of Shares as a result of a new issue, reclassification, stock split (including a reverse split) or any other similar transaction with a dilutive effect, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Tender Offer, the Offer Price shall be adjusted accordingly on a euro-for-euro basis. The Tender Offer values the Company’s total equity at approximately EUR 1.22 billion.

The Offer Price represents a premium of approximately 84.5 per cent compared to the closing price of the Shares on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on December 17, 2020, the last trading day prior to the announcement of the Tender Offer; approximately 89.1 per cent compared to the volume-weighted average trading price of the Shares on Nasdaq Helsinki during the three (3)-month period prior to and up to the date of the announcement of the Tender Offer; and approximately 97.3 per cent compared to the volume-weighted average trading price of the Shares on Nasdaq Helsinki during the twelve (12)-month period prior to and up to the date of the announcement of the Tender Offer.

The members of the Board of Directors of the Company, who participated in the decision-making, have unanimously decided to recommend that the shareholders of the Company accept the Tender Offer.

Certain major shareholders of Tikkurila, i.e. Oras Invest Oy, Varma Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited and Kaleva Mutual Insurance Company, representing in the aggregate approximately 29.39 per cent of the shares and votes in the Company, have irrevocably undertaken to accept the Tender Offer, subject to certain customary conditions.

The completion of the Tender Offer is subject to certain customary conditions being fulfilled or waived by the Offeror on or by the date of the Offeror’s announcement of the final result of the Tender Offer. These include, among others, obtaining all necessary regulatory approvals and acceptance of the Tender Offer with respect to Shares representing, together with Shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis, more than ninety (90) percent of the Shares and voting rights in the Company calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended) governing the right and obligation to commence redemption proceedings.

Most Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers who are registered as shareholders in the shareholders’ register of Tikkurila maintained by Euroclear Finland Ltd. Shareholders of Tikkurila who do not receive such instructions or an acceptance form from their account operator or asset manager should primarily contact their own account operator or asset manager. Secondarily, shareholders of Tikkurila can contact Danske Bank A/S, Finland Branch (“Danske Bank”) by sending an email to: tikkurila-offer@danskebank.com, where such shareholders can receive information for submitting their acceptance of the Tender Offer.

Those shareholders of Tikkurila whose Shares are nominee-registered and who wish to accept the Tender Offer must submit their acceptance in accordance with the instructions given by the custodial nominee for those account holders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Tikkurila.

With respect to pledged Shares, acceptance of the Tender Offer requires the consent of the pledgee. Acquiring this consent is the responsibility of the relevant shareholders of Tikkurila. The pledgee’s consent must be delivered to the account operator in writing.

Shareholders of Tikkurila who have questions or require assistance with respect to the Tender Offer or require copies of documents related to the Tender Offer or need assistance with procedures for tendering their Shares should contact D.F. King Co., Inc., the information agent of the Tender Offer, by one of the methods below. The services are available in the English language.

In Europe:

D.F. King Ltd
65 Gresham Street
London EC2V 7NQ
United Kingdom
Tel: +44 20 7920 9700
Email: Tikkurila@dfking.com

In the United States of America:

D.F. King & Co., Inc.
58 Wall Street, 22nd Floor
New York, NY 10005
United States of America
Tel: +1 877 732 3613 (Toll Free in the U.S.)
Tel: +1 212 771 1133 (Call Collect)
Email: Tikkurila@dfking.com

Shareholders of Tikkurila who have questions or require assistance in the Finnish language, may contact their Finnish account operators or asset managers, and secondarily Danske Bank A/S, Finland branch by sending an email to: tikkurila-offer@danskebank.com.

The preliminary result of the Tender Offer will be announced by a release on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed subject to the conditions to completion of the Tender Offer continuing to be fulfilled on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.

The Offeror reserves the right to extend the Offer Period in connection with the announcement of the final result of the Tender Offer (such extended Offer Period, the “Subsequent Offer Period”). The Offeror will announce the initial percentage of the Shares validly tendered during a possible Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.

The Offeror reserves the right to acquire shares in Tikkurila in public trading on Nasdaq Helsinki or otherwise before, during and after the Offer Period (as extended, as the case may be) and any Subsequent Offer Period. However, no purchases outside the Tender Offer will be made in the United States.

The terms and conditions of the Tender Offer are enclosed in their entirety to this release (see Appendix 1).

The Offeror has appointed PJT Partners LP as financial adviser and Wachtell, Lipton, Rosen & Katz and DLA Piper Finland Attorneys Ltd. as legal advisers in connection with the Tender Offer. The Offeror has appointed Danske Bank A/S, Finland Branch as the arranger of the Tender Offer and D.F. King Ltd and D.F. King Co., Inc. as the information agents in connection with the Tender Offer. Tikkurila has appointed Skandinaviska Enskilda Banken AB (publ), Helsinki branch as financial adviser and Hannes Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer.

For more information, please contact:

Sanna Lehti, General Counsel
tel. +358 40 5111757
sanna.lehti@tikkurila.com

DISTRIBUTION

Nasdaq Helsinki Ltd
Main news media

About PPG

The Offeror manufactures and distributes a broad range of paints, coatings and specialty materials. The Offeror was incorporated in Pennsylvania in 1883. The Offeror’s vision is to be the world’s leading coatings company by consistently delivering high-quality, innovative and sustainable solutions that customers trust to protect and beautify their products and surroundings. The Offeror has a proud heritage and demonstrated commitment to innovation, sustainability, community engagement and developing leading-edge paint, coatings and specialty materials technologies. Through dedication and industry-leading expertise, the Offeror solves its customers’ biggest challenges, collaborating closely to find the right path forward. The Offeror is a global leader, serving customers in construction, consumer products, industrial and transportation markets and aftermarkets with manufacturing facilities and equity affiliates in more than seventy (70) countries. It has approximately forty-seven thousand (47,000) employees. Further information about the Offeror may be found from the following website www.ppg.com.

About Tikkurila

Tikkurila offers decorative paints for consumers and professionals for surface protection and decoration. In addition, the Company produces paints and coatings for the metal and wood industries.

Tikkurila’s business highlights high-quality and long-term product development and considerable marketing investments. The Company’s brands include, among others, Tikkurila, Beckers, Alcro, Teks, and Vivacolor. Tikkurila uses the Beckers brand only in its decorative paints in Scandinavian countries as well as in some parts of Eastern Europe under a license from Aktiebolaget Wilh. Becker, obtained in conjunction with its acquisition of Alcro-Beckers AB in 2001. Important factors in the Company’s operations include a functioning and extensive distribution network, diverse services and an efficient supply chain. Tikkurila has seven (7) production facilities in six (6) countries and around two thousand seven hundred (2,700) employees. Tikkurila’s products are available in more than forty (40) countries. Further information about Tikkurila may be found from the following website www.tikkurilagroup.fi.

IMPORTANT INFORMATION

THIS 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 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, 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. 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, IN OR INTO, BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, E-MAIL, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR THROUGH 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 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 Tikkurila in the United States

Shareholders of Tikkurila in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Tikkurila 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 Shares of Tikkurila, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a “Tier II” tender offer, 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, if any, included in this announcement 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 will be made to the Company’s shareholders resident in the United States on the same terms and conditions as those that will be made to all other shareholders of the Company to whom an offer is made.

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 after the date of the stock exchange release regarding the Tender Offer on December 18, 2020 and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase the Shares or any securities that are convertible into, exchangeable for or exercisable for the 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 such information. No purchases will be made outside the Tender Offer in the United States by or on behalf of the Offeror. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of the Company, 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 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 is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for the Company’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Company is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of non-U.S. jurisdictions. The Company’s shareholders may not be able to sue the Company or its officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Company and its 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.

Disclaimers

PJT Partners LP is acting exclusively for the Offeror and no one else in connection with the Tender Offer or the matters referred to in this document, will not regard any other person (whether or not a recipient of this document) as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients or for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.

Skandinaviska Enskilda Banken AB (publ), Helsinki branch, is acting exclusively as the financial adviser for the Company and no one else in connection with the Tender Offer or the matters referred to in this document, will not regard any other person (whether or not a recipient of this document) than the Company as its client in relation to the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.

Danske Bank A/S, Finland Branch, acting exclusively as an arranger in relation to the Tender Offer, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients nor for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.

The Offeror has retained D.F. King & Co, Inc. and D.F. King Ltd (together “Information Agent”) to be the information agent in connection with the Tender Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Tender Offer to beneficial owners of Shares.

The Information Agent will receive reasonable and customary compensation for their respective services in connection with the Tender Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under local securities laws.

The Offeror will not pay any fees or commissions to any broker or dealer or to any other person (other than to the depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Tender Offer. In those jurisdictions where applicable laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Appendix 1 terms and conditions of the Tender Offer

1.1 Object of the Tender Offer

PPG Industries, Inc., (the “Offeror”) offers to acquire all of the issued and outstanding shares in Tikkurila Oyj (the “Company” or “Tikkurila”) (the “Shares, or individually a “Share”), ISIN-code FI4000008719, that are not held by Tikkurila or its subsidiaries through a voluntary public cash tender offer in accordance with Chapter 11 of the Securities Markets Act (746/2012, as amended, the “Securities Markets Act”) and subject to the terms and conditions set forth herein (the “Tender Offer”). The Offeror and the Company have on 18 December 2020 entered into a combination agreement, which was amended on 5 January 2021, (the “Combination Agreement”) pursuant to which the Tender Offer is made by the Offeror.

1.2 Offer Price

The Tender Offer was announced by the Offeror on 18 December 2020 and amended on 5 January 2021 to increase the Offer Price (as defined below). The price offered for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 27.75 in cash (the “Offer Price”), subject to possible adjustments as described below.

The Offer Price has been determined based on 44,105,881 Shares. Should the Company change the number of Shares as a result of a new issue, reclassification, stock split (including a reverse split) or any other similar transaction with a dilutive effect, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Tender Offer, the Offer Price shall be adjusted accordingly on a euro-for-euro basis.

1.3 Offer Period

The offer period of the Tender Offer will commence at 9:30 a.m. (Finnish time) on 15 January 2021 and expire at 4:00 p.m. (Finnish time) on 15 March 2021, unless the offer period is extended or any extended offer period is discontinued as described below (the “Offer Period”, which is defined to also include any extensions to or suspensions of the Offer Period). The acceptance of the Tender Offer must be received by the recipient, as described below under “─ Acceptance procedure for the Tender Offer”, before the expiration of the Offer Period.

The Offeror may extend the Offer Period (i) at any time until the Conditions to Completion (as defined below) have been fulfilled or waived and/or (ii) with a Subsequent Offer Period (as defined below) in connection with the announcement of the final result of the Tender Offer whereby the Offeror also declares the Tender Offer unconditional, as set forth below. The Offeror will announce a possible extension of the Offer Period, including the duration of the extended Offer Period, which shall be at least two (2) weeks, by a release on the first (1st) Finnish banking day following the expiration of the original Offer Period, at the latest. Furthermore, the Offeror will announce any possible further extension of an already extended Offer Period or an extension of a discontinued extended Offer Period on the first (1st) Finnish banking day following the expiration of an already extended Offer Period or a discontinued extended Offer Period, at the latest.

According to Chapter 11, Section 12 of the Securities Markets Act, the duration of the Offer Period in its entirety may be ten (10) weeks at the maximum. If, however, the Conditions to Completion (as defined below) have not been fulfilled due to a particular obstacle, as provided in Chapter 11, Section 12 of the Securities Markets Act, the Offeror may extend the duration of the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had reasonable time to consider the situation in question, provided that the business operations of the Company are not hindered for longer than is reasonable. In this case, the Offeror will announce a new expiration date no less than two (2) weeks prior to the date of expiration of any extended Offer Period. Furthermore, any Subsequent Offer Period (as defined below) may extend beyond ten (10) weeks.

The Offeror may discontinue any extended Offer Period. The Offeror will announce its decision on the discontinuation of any extended Offer Period as soon as possible after such a decision has been made and, in any case, no less than two (2) weeks prior to the expiration of the extended Offer Period. If the Offeror discontinues an extended Offer Period, the Offer Period will expire at an earlier time on a date announced by the Offeror.

The Offeror reserves the right to extend the Offer Period in connection with the announcement of the final result of the Tender Offer as set forth in “─ Announcement of the result of the Tender Offer” below (such extended Offer Period, the “Subsequent Offer Period”). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Offeror in the final result announcement. The expiration of a Subsequent Offer Period will be announced at least two (2) weeks before the expiration of such Subsequent Offer Period.

1.4 Conditions to Completion of the Tender Offer

A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the “Conditions to Completion”) are fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Securities Markets Act, or, to the extent permitted by applicable law, their fulfilment is waived by the Offeror:

the Tender Offer has been validly accepted with respect to Shares representing, together with Shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis, more than ninety (90) percent of the Shares and voting rights in the Company calculated in accordance with Chapter 18, Section 1 of the Companies Act governing the right and obligation to commence redemption proceedings (such condition, the “Minimum Condition”);
the receipt of all necessary regulatory approvals, permits and consents required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer by the Offeror;
no legislation or other regulation having been issued or decision by a competent court or regulatory authority having been given that would wholly or in any material part prevent or postpone the completion of the Tender Offer;
no fact or circumstance having arisen after 18 December 2020 that constitutes a Material Adverse Change (as defined below);
the Offeror not, after 18 December 2020, having received information previously undisclosed to it that constitutes a Material Adverse Change (as defined below);
no information made public by the Company or disclosed by the Company to the Offeror being materially inaccurate, incomplete or misleading and the Company not having failed to make public or disclose any information that should have been made public or disclosed by it under applicable laws, provided that, in each case, the information made public, disclosed or the failure to disclose information constitutes a Material Adverse Change (as defined below);
the Combination Agreement having not been terminated in accordance with its terms and remaining in full force and effect and no event having occurred that, with the passage of time, would give the Offeror the right to terminate the Combination Agreement under specified sections of the Combination Agreement that give the Offeror the right to terminate the Combination Agreement in response to a breach of the Combination Agreement by the Company;
the Board of Directors of the Company having issued its unanimous recommendation that the shareholders of the Company accept the Tender Offer and the recommendation remaining in full force and effect and not having been modified, cancelled or changed (excluding any technical modification or change of the recommendation required under applicable laws or the Helsinki Takeover Code issued by the Finnish Securities Market Association (the “Helsinki Takeover Code”) as a result of a competing offer so long as the recommendation to accept the Tender Offer is upheld); and
the undertakings by Oras Invest Oy, Mandatum Life Insurance Company Ltd, Kaleva Mutual Insurance Company and Varma Mutual Pension Insurance Company to accept the Tender Offer remaining in full force and effect in accordance with their terms and not having been modified, cancelled or changed.

The Conditions to Completion set out above are exhaustive. The Offeror may only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, if the circumstances which give rise to the right to invoke the relevant Condition to Completion have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the regulations and guidelines (9/2013) of the Financial Supervisory Authority on Takeover bid and the obligation to launch a bid and the Helsinki Takeover Code. The Offeror reserves the right to waive, to the extent permitted by applicable law and regulation, any of the Conditions to Completion that have not been fulfilled, including, for the avoidance of doubt, reducing the Minimum Condition. If all Conditions to Completion have been fulfilled or waived by the Offeror no later than at the time of announcement of the final results of the Tender Offer, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the Offer Period by purchasing Shares validly tendered in the Tender Offer and paying the Offer Price to the shareholders that have validly accepted the Tender Offer.

The Tender Offer will be completed after the expiration of the Offer Period in accordance with “─ Technical completion of the Tender Offer” and “─ Terms of payment and settlement” below with respect to all shareholders of the Company who have validly accepted the Tender Offer.

“Material Adverse Change” means (a) the Company or any of its subsidiaries becoming insolvent, subject to administration, bankruptcy or any other equivalent insolvency proceedings, or, if any legal proceedings (other than by the Offeror or its affiliates) or corporate resolution is taken by, or against any of, them in respect of any such proceedings, such action could reasonably be expected to result in the commencement of such proceedings; provided, in each case, that such proceedings could reasonably be expected to result in a material adverse change in, or material adverse effect to, the business, assets, financial condition or results of operation of the Company and its subsidiaries, taken as a whole; or (b) any fact, change, effect, event, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse change in, or material adverse effect on, the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, provided, that none of the following shall be deemed to constitute or contribute to a material adverse change or material adverse effect to the extent they arise from: (i) political, financial, industry, economic (including with respect to interest rates or currency exchange rates) or regulatory conditions generally so long as they do not have a materially disproportionate effect on the Company or its subsidiaries relative to other companies in Europe operating in the industry or industries in which the Company or any of its subsidiaries operate; (ii) any natural disaster, escalation or exacerbation of the Covid-19 pandemic or outbreak of any other disease, outbreak of major hostilities or act of war or terrorism so long as they do not have a materially disproportionate effect on the Company or its subsidiaries relative to other companies in Europe operating in the industry or industries in which the Company or any of its subsidiaries operate; (iii) any matters that have been fairly disclosed in the due diligence information or, in the three (3) years prior to 16 December 2020, published through a stock exchange release or press release of the Company that is currently publicly and readily available to the Offeror (including any publicly disclosed annual reviews, half-year financial reports or business reviews of the Company), in each case, excluding any disclosures therein that are predictive, cautionary or forward-looking in nature; (iv) the failure of the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings, net asset value or other financial or operating metrics before, on or after 18 December 2020, provided that nothing provided in this clause (iv) shall prevent or otherwise affect the determination whether any fact, change, effect, event, occurrence or circumstance underlying such failure constitutes or contributes to a Material Adverse Change; (v) changes in the market price or trading volume of the Company’s securities, provided that any underlying cause of such changes in the market price or trading volume of the Company’s securities may still be deemed to constitute or contribute to a Material Adverse Change; (vi) the public announcement of the Tender Offer or the proposed combination (other than with respect to a representation or warranty contained in the Combination Agreement where the purpose of such representation or warranty is to address the consequences resulting from the announcement of the transactions contemplated by the Combination Agreement); or (vii) any actions taken by the Company at the express written request or with the express written consent of the Offeror.

1.5 Obligation to increase the Offer Price and to pay compensation

The Offeror reserves the right to buy Shares during and after the Offer Period (including any extension thereof) and any Subsequent Offer Period in public trading on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) or otherwise.

Should the Offeror or another party acting in concert with the Offeror in the meaning of Chapter 11, Section 5 of the Securities Markets Act acquire Shares after the announcement of the Tender Offer and before the expiry of the Offer Period at a price higher than the Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Securities Markets Act, amend the terms and conditions of the Tender Offer to correspond with the terms and conditions of the above-mentioned acquisition on more favourable terms (the “Increase Obligation”). In such case, the Offeror will make public its Increase Obligation without delay and pay, in connection with the completion of the Tender Offer, the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Price to those shareholders that have accepted the Tender Offer.

Should the Offeror or another party acting in concert with the Offeror in the meaning of Chapter 11, Section 5 of the Securities Markets Act acquire Shares within nine (9) months after the expiration of the Offer Period at a price higher than the Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Securities Markets Act, pay the difference between the consideration paid in an acquisition on more favourable terms and the Offer Price to those shareholders that have accepted the Tender Offer (the “Compensation Obligation”). In such case, the Offeror will make public its Compensation Obligation without delay and pay the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Price within one (1) month of the date when the Compensation Obligation arose for those shareholders that have accepted the Tender Offer.

However, according to Chapter 11, Section 25, Subsection 5 of the Securities Markets Act, the Compensation Obligation will not be triggered in case the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Companies Act (624/2006, as amended, the “Companies Act”), provided that the Offeror or any party referred to in Chapter 11, Section 5 of the Securities Markets Act has not offered to acquire Shares on terms that are more favourable than those of the Tender Offer before or during the arbitral proceedings.

1.6 Acceptance Procedure for the Tender Offer

The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders’ register of Tikkurila, with the exception of Tikkurila and its subsidiaries. Acceptance of the Tender Offer must be submitted separately for each book-entry account. A shareholder of Tikkurila submitting an acceptance must have a cash account with a financial institution operating in Finland or abroad (see the section entitled “Restrictions and Important information” of the tender offer document regarding the Tender Offer (“Tender Offer Document”) as well as see “─ Terms of payment and settlement” and “─ Important information regarding NID and LEI” below). Shareholders may only approve the Tender Offer unconditionally and for all Shares that are held on the book-entry accounts mentioned in the acceptance form at the time of the execution of the transactions with respect to the Shares of such shareholder. Acceptances submitted during the Offer Period are effective also until the expiration of an extended or discontinued Offer Period, if any.

Those shareholders of Tikkurila whose Shares are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by the custodial nominee account holders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Tikkurila.

A shareholder of Tikkurila who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator that manages the shareholder’s book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject any acceptances that have been submitted erroneously or deficiently. In the event of a Subsequent Offer Period, the acceptance form must be submitted in such a manner that is received during the Subsequent Offer Period, subject to and in accordance with the instructions of the relevant account operator.

Any acceptance must be submitted in such a manner that it will be received within the Offer Period (including any extended or discontinued extended Offer Period) taking into account, however, the instructions given by the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period. Shareholders of Tikkurila submit acceptances at their own risk. Any acceptance will be considered as submitted only when an account operator has actually received it. The Offeror reserves a right to reject any acceptance given in an incorrect or incomplete manner.

A shareholder who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer may not sell or otherwise control his/her/its tendered Shares. By accepting the Tender Offer, the shareholders authorise their account operator to enter into their book-entry account a sales reservation or a restriction on the right of disposal in the manner set out in “─ Technical completion of the Tender Offer” below after the shareholder has delivered the acceptance form with respect to the Shares. Furthermore, the shareholders of Tikkurila that accept the Tender Offer authorise their account operator to perform necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all the Shares held by the shareholder of Tikkurila at the time of the execution of the transaction to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the completion trades of the Tender Offer or the clearing thereof, the sales reservation or the restriction on the right of disposal will be removed and the Offer Price will be transferred to the shareholders of Tikkurila.

By giving an acceptance on the Tender Offer, the shareholder authorises his/her/its depository participant to disclose the necessary personal data, the number of his/her/its book-entry account and the details of the acceptance to the parties involved in the order or the execution of the order and settlement of the Shares.

For the information agent services, please see the section entitled “─ Other matters” below.

1.7 Right of withdrawal of acceptance

An acceptance of the Tender Offer may be withdrawn by a shareholder of Tikkurila at any time before the expiration of the Offer Period (including any extended or discontinued extended Offer Period) until the Offeror has announced that all Conditions to Completion have been fulfilled or waived by the Offeror, that is, the Offeror has declared the Tender Offer unconditional. After such announcement, the Shares already tendered may not be withdrawn prior to the expiration of the Offer Period (including any extended or discontinued extended Offer Period) except in the event that a third party announces a competing public tender offer for the Shares before the execution of the completion trades of the Shares as set out under “─ Completion of the Tender Offer” below.

A valid withdrawal of the Tender Offer requires that a withdrawal notification is submitted in writing to the account operator to whom the original acceptance form was submitted.

For nominee-registered Shares, the shareholders must request the relevant custodial nominee account holder to execute a withdrawal notification.

If a shareholder of Tikkurila validly withdraws an acceptance of the Tender Offer, the sales reservation or the restriction on the right of disposal with respect to the Shares will be removed within approximately three (3) Finnish banking days of the receipt of a withdrawal notification.

A shareholder of Tikkurila who has validly withdrawn its acceptance of the Tender Offer may accept the Tender Offer again during the Offer Period (including any extended or discontinued extended Offer Period) by following the procedure set out under “─ Acceptance procedure for the Tender Offer” above.

A shareholder of Tikkurila who withdraws its acceptance is obligated to pay any fees that the account operator operating the relevant book-entry account or the custodial nominee account holder may collect for the withdrawal.

In the event of a Subsequent Offer Period, the acceptance of the Tender Offer will be binding and cannot be withdrawn, unless otherwise provided under mandatory law.

1.8 Technical completion of the Tender Offer

When an account operator has received a properly completed and duly executed acceptance form with respect to the Shares in accordance with the terms and conditions of the Tender Offer, the account operator will enter a sales reservation or a restriction on the right of disposal into the relevant shareholder’s book-entry account. In connection with the completion trade of the Tender Offer or the clearing thereof, the sales reservation or the restriction on the right of disposal will be removed and the Offer Price will be paid to the relevant shareholder.

1.9 Announcement of the result of the Tender Offer

The preliminary result of the Tender Offer will be announced by a release on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed subject to the Conditions to Completion continuing to be fulfilled on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.

The Offeror will announce the initial percentage of the Shares validly tendered during a possible Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.

1.10 Completion of the Tender Offer

The Tender Offer will be completed with respect to all of those shareholders of Tikkurila who have validly accepted, and not validly withdrawn, the Tender Offer on or about the fourth (4th) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period) (the “Completion Date”), preliminarily expected to be on 19 March 2021. If possible, the completion trades of the Shares will be executed on Nasdaq Helsinki, provided that the rules applied on trading on Nasdaq Helsinki allow that. Otherwise, the completion trades will be made outside Nasdaq Helsinki. The completion trades will be settled on or about the Completion Date (the “Clearing Day”), preliminarily expected to be on 19 March 2021.

1.11 Terms of payment and settlement

The Offer Price will be paid on the Clearing Day to each shareholder of Tikkurila who has validly accepted, and not validly withdrawn, the Tender Offer into the management account of the shareholder’s book-entry account. In any case, the Offer Price will not be paid to a bank account situated in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction where the Tender Offer is not being made (see the section entitled “Restrictions and Important information” of the Tender Offer Document. The actual time of receipt of the payment by the shareholder will depend on the schedules for payment transactions between financial institutions and agreement between the holder and account operator, custodian or nominee in each case.

In the event of a Subsequent Offer Period, the Offeror will in connection with the announcement thereof announce the terms of payment and settlement for the Shares tendered during the Subsequent Offer Period. The sale and purchase of the Shares validly tendered in accordance with the terms and conditions of the Tender Offer during the Subsequent Offer Period will, however, be executed within not more than two (2) -week intervals.

The Offeror reserves the right to postpone the payment of the Offer Price if payment is prevented or suspended due to a force majeure event, but will immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

1.12 Transfer of title

Title to the Shares in respect of which the Tender Offer has been validly accepted, and not validly withdrawn, will pass to the Offeror on the Clearing Day against the payment of the Offer Price by the Offeror to the tendering shareholder. In the event of a Subsequent Offer Period, title to the Shares validly tendered in the Tender Offer during a Subsequent Offer Period will pass to the Offeror against payment of the Offer Price by the Offeror to the tendering shareholder.

1.13. Tender Offer acceptance payments

The Offeror will pay any transfer tax that may be charged in Finland in connection with the sale of the Shares pursuant to the Tender Offer.

Each shareholder of Tikkurila is liable for any payments that, based on an agreement made with the shareholder, an account operator may charge as well as for any fees and commissions charged by account operators, custodians, custodial nominee account holders or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of the Shares. Each shareholder of Tikkurila is liable for any fees that relate to a withdrawal of an acceptance made by the shareholder.

The Offeror is liable for any other customary costs caused by the registration of entries in the book-entry system required by the Tender Offer, the execution of trades pertaining to the Shares pursuant to the Tender Offer and the payment of the Offer Price.

Should a competing tender offer be published by a third party during the Offer Period and should a shareholder of Tikkurila therefore or otherwise validly withdraw its acceptance of the Tender Offer, certain account operators may charge the shareholder separately for the registration of the relevant entries regarding the acceptance and withdrawal as explained under “─ Right of withdrawal of acceptance” above.

The receipt of cash pursuant to the Tender Offer by a shareholder of Tikkurila may be a taxable transaction for such shareholder under applicable tax laws, including those of the country of residence/domicile of the shareholder. Any tax liability arising for a shareholder of Tikkurila from the receipt of cash pursuant to the Tender Offer shall be borne by such shareholder. Each shareholder of Tikkurila is urged to consult its independent professional adviser regarding the tax consequences of accepting the Tender Offer.

1.14 Withholding

Notwithstanding any other provision in the Combination Agreement or the Tender Offer Document to the contrary, the Offeror, the Company, and their respective affiliates shall be entitled to deduct and withhold from amounts otherwise payable pursuant to the Tender Offer any amounts as are required to be withheld or deducted with respect to such payment under any applicable law. To the extent that amounts are so deducted or withheld, and timely remitted to the appropriate governmental entity, such amounts shall be treated for all purposes of the Tender Offer as having been paid to the person in respect of which such deduction or withholding was made.

1.15 Other matters

The Tender Offer Document and the Tender Offer are governed by Finnish law. Any disputes arising out of or in connection with the Tender Offer will be settled by a court of competent jurisdiction in Finland.

The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, Section 15 of the Securities Markets Act. Should the FIN-FSA issue an order regarding an extension of the Offer Period, the Offeror reserves the right to decide upon the withdrawal of the Tender Offer in accordance with Chapter 11, Section 12 of the Securities Markets Act.

Should a competing tender offer be published by a third party during the Offer Period, the Offeror reserves the right, as stipulated in Chapter 11, Section 17 of the Securities Markets Act, to (i) decide upon an extension of the Offer Period; (ii) decide upon an amendment of the terms and conditions of the Tender Offer; and (iii) decide, during the Offer Period, but before the expiration of the competing offer, to let the Tender Offer lapse. Shareholders of Tikkurila who have questions or require assistance with respect to the Tender Offer, require copies of documents related to the Tender Offer or need assistance with procedures for tendering their Shares should contact D.F. King Co., Inc., as the information agent of the Tender Offer, by one of the methods below. The services are available in the English language.

In Europe:

D.F. King Ltd
65 Gresham Street
London EC2V 7NQ
United Kingdom
Tel: +44 20 7920 9700
Email: Tikkurila@dfking.com

In the United States of America:

Shareholders of Tikkurila who have questions or require assistance in the Finnish language, may contact their Finnish account operators or asset managers, and secondarily Danske Bank A/S, Finland branch, as referred to in the section entitled “─ Acceptance Procedure for the Tender Offer” above.

The Offeror will decide on all other matters related to the Tender Offer.

1.16 Important information regarding NID and LEI

According to Directive 2014/65/EU (MiFID II) of the European Parliament and of the Council, all investors must have a global identification code from 3 January 2018 in order to carry out a securities transaction. These requirements require legal entities to apply for registration of a Legal Entity Identifier (“LEI”) code, and natural persons need to find their National ID or National Client Identifier (“NID”) to accept the Tender Offer. It is the legal person’s legal status that determines whether a LEI code or NID number is required and that Danske Bank may be prevented from performing the transaction to the person if LEI or NID number (as applicable) is not provided. Legal persons who need to obtain a LEI code can contact one of the suppliers available on the market. Instructions for the global LEI system can be found on the following website: https://www.gleif.org/en/about-lei/get-an-lei-find-lei-issuing-organizations. Those who intend to accept the Tender Offer are encouraged to apply for registration of a LEI code (legal persons) or to find out their NID number (natural persons) in good time, as this information is required on the application form at the time of submission.

1.17 Information about processing of personal data

Those who accept the Tender Offer will submit personal data, such as name, address and National ID, to Danske Bank, who is controller for the processing. Personal data provided to Danske Bank will be processed in data systems to the extent required to administer the Tender Offer. Personal data obtained from sources other than the customer may also be processed. Personal data may also be processed in the data systems of companies with which Danske Bank cooperates. Address details may be obtained by Danske Bank through an automatic procedure executed by Euroclear Finland Ltd. For additional information regarding Danske Bank’s process of personal data and your rights, please see Danske Bank’s website https://danskebank.fi/en/for-you/customer-service/knowing-the-customer.

Sustainable Nordicness
Tikkurila is a leading Nordic paint company with expertise that spans decades. We develop premium products and services that provide our customers with quality that will stand the test of time and weather. We operate in seven countries and our 2,700 dedicated professionals share the joy of building a vivid future through surfaces that make a difference. In 2019, our revenue totaled EUR 564 million. The company is listed on Nasdaq Helsinki. Nordic quality from start to finish since 1862.

www.tikkurilagroup.com

PPG Industries, Inc. commences the recommended voluntary public cash tender offer for shares in Tikkurila Oyj on January 15, 2021

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