Statement of the Board of Directors of Tikkurila Oyj regarding the recommended voluntary public cash tender offer by PPG Industries, Inc.
Statement of the Board of Directors of Tikkurila Oyj regarding the recommended voluntary public cash tender offer by PPG Industries, Inc.
January 13, 2021 at 11.05 a.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.
On December 18, 2020, PPG Industries, Inc. (the “Offeror” or “PPG”) and Tikkurila Oyj (“Tikkurila” or the “Company”) announced that they have entered into a combination agreement (the “Combination Agreement”), pursuant to which the Offeror will make a recommended voluntary public cash tender offer to acquire all of the issued and outstanding shares in Tikkurila (the “Shares”) (the “Tender Offer”). PPG and Tikkurila announced on January 5, 2021 that they have agreed, in response to a proposal regarding a competing offer received by the Company, to an amendment to the Combination Agreement, according to which the Offeror increases the cash consideration offered for each Share in the Tender Offer to EUR 27.75 (the “Offer Price”) (prior to the amendment: EUR 25.00).
The Board of Directors of the Company (the “Board of Directors”), pursuant to what is provided herein, unanimously recommends that the shareholders of the Company accept the Tender Offer, and has decided to issue the statement below regarding the Tender Offer as required by Chapter 11, Section 13 of the Finnish Securities Markets Act (756/2012, as amended). In its assessment and recommendation the Board of Directors has also taken into consideration the proposal regarding a competing offer, including the value indicated by such proposal, received by the Company prior to the increase in the Offer Price, announced on January 5, 2021.
Tender Offer in brief
PPG is a public company incorporated under the laws of Pennsylvania. PPG and Tikkurila have on December 18, 2020 entered into a Combination Agreement, subsequently amended as announced on January 5, 2021, setting out, among other things, the main terms and conditions pursuant to which the Tender Offer will be made by the Offeror.
The Tender Offer will be made in accordance with the terms and conditions of the tender offer document approved by the Finnish Financial Supervisory Authority (the “FIN-FSA”) expected to be published by the Offeror on or about January 15, 2021 (the “Tender Offer Document”).
The Offer Price is EUR 27.75 in cash for each Share in the Company validly tendered in the Tender Offer. 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-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 12-month period prior to and up to the date of the announcement of the Tender Offer.
Certain major shareholders of the Company, i.e. Oras Invest Oy, Varma Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited and Kaleva Mutual Insurance Company, representing in aggregate approximately 29.39 per cent of the shares and votes in the Company, have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer.
The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain conditions on or prior to the Offeror’s announcement of the final results of the Tender Offer including, among others, that approvals by the relevant regulatory authorities (including competition authorities) have been received and the Offeror having gained control of more than 90 per cent of the Shares and voting rights in the Company.
If the Offeror is able to obtain more than 90 per cent of the Shares and votes in the Company, the Offeror intends to initiate compulsory redemption proceedings in accordance with the Finnish Companies Act (624/2006, as amended) to acquire the remaining Shares in the Company, and thereafter cause the Company’s Shares to be delisted from Nasdaq Helsinki as soon as permitted and practicable under applicable laws and regulations.
The detailed terms and conditions of the Tender Offer as well as further information on the Tender Offer will be included in the Tender Offer Document.
The Offeror has obtained commitments for debt financing, which together with other sources of immediately available funds are sufficient for the completion of the Tender Offer and subsequent compulsory redemption proceedings, if any, in accordance with the Finnish Companies Act.
The offer period under the Tender Offer is expected to commence on or about January 15, 2021 and to expire on or about March 15, 2021. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer. The Tender Offer is currently expected to be completed during the first half of 2021.
Background for the statement
Pursuant to the Finnish Securities Markets Act, the Board of Directors must prepare a public statement regarding the Tender Offer. The statement must include a well-founded assessment of the Tender Offer from the perspective of the Company 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 of, and employment at, the Company.
For the purposes of issuing this statement, the Offeror has submitted to the Board of Directors a draft version of the Finnish language Tender Offer Document in the form in which the Offeror has filed it with the FIN-FSA for approval on January 7, 2021 (the “Draft Tender Offer Document”).
In preparing its statement, the Board of Directors has relied on information provided in the Draft Tender Offer Document by the Offeror and certain other information provided by the Offeror and has not independently verified this information. Accordingly, the Board of Directors’ assessments of the consequences of the Tender Offer on the Company’s business and employees should be treated with caution.
Assessment regarding strategic plans presented by the Offeror in the Draft Tender Offer Document and their likely effects on the operations of, and employment at Tikkurila
Information given by the Offeror
The Board of Directors has assessed the Offeror’s strategic plans based on the statements made in the Offeror’s announcements regarding the Tender Offer published on December 18, 2020 and January 5, 2021 and the Draft Tender Offer Document.
According to the information provided in the Draft Tender Offer Document and the Offeror’s announcement on the Tender Offer, the Offeror sees significant value and potential in the Company and accordingly expects to make substantial investments in the Company’s infrastructure and people, as well as to provide the Company with access to the Offeror’s global diversified paints, coatings and speciality coatings offering on which the Company will be able to build and further deepen its customer relationships, develop lateral products and access additional markets. Upon the completion of the Tender Offer, the Offeror expects to position the Company and its various brands as the Offeror’s platform to the Nordic and Baltic countries, Russia and potentially beyond.
The Offeror intends to maintain the Company’s identity, culture and Finnish values, including its commitment to creating sustainable value for all stakeholders and its various investments in local communities and people. The Offeror expects to maintain the Company’s corporate offices in Finland and various production, distribution and sales centres in the Nordic countries. Further, the Offeror intends to continue to invest in the Company’s employees and potentially provide larger roles for many of the Company’s key executives.
The Offeror sees the Company’s strong distribution capability as a platform to significantly grow many of the Offeror’s legacy products in its Protective and Marine, Refinish, and Light Industrial Coatings businesses and expand the Company’s and the Offeror’s combined presence in the countries where the Company is active.
The Board of Directors considers that the information on the strategic plans of the Offeror concerning Tikkurila is given on a general level. Based on the Offeror’s statements, the Board of Directors believes that the strategic plans of the Offeror pursuant to the Tender Offer would not have any immediate material effects on the Company’s operations, assets, the position of the Company’s employees or its business locations.
The Board of Directors views that the Company can benefit from the Offeror’s complementary products, capabilities, technologies and expertise to deliver enhanced value to customers.
The Board of Directors believes that the Offeror’s potential to contribute further capital and resources to the business of the Company will benefit the activities of the Company in the future. The Board of Directors shares the Offeror’s view that the combined company would have the capabilities to deliver a more extensive offering to its clients, offer new possibilities for its employees and provide a platform for future growth through additional geographical reach and market position.
The Board of Directors believes that the combined group could offer new possibilities for the Company’s employees, given the Offeror’s intentions to grow the business and invest in the Company’s people. The Board of Directors also believes that the combined entity could be better positioned to attract new employees.
The Board of Directors considers that, in addition to the Offer Price, the credibility of the Offeror as an owner, together with its track record of making acquisitions, as well as the support by major shareholders for the Tender Offer, support Offeror’s ability to reach more than 90 per cent ownership of the Shares and votes.
The Board of Directors notes, however, that the Tender Offer may have an effect on employment in the Company particularly with regard to overlapping functions. The Board of Directors believes that the final and long-term impact of the integration can 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 the Company.
Assessment of the Tender Offer from the perspective of the Company and its shareholders
When evaluating the Tender Offer, analysing alternative opportunities available to the Company and concluding on its statement, the Company has considered several factors, including, but not limited to, the Company’s recent financial performance, current position and future prospects, the historical performance of the trading price of the Company’s share and the conditions for the Company and the Offeror to complete the Tender Offer.
The Board of Directors’ assessment of continuing the business operations of the Company as an independent company has been based on reasonable future-oriented estimates, which include various 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 January 5, 2021, concerning the Offer Price (the “Fairness Opinion”) from the Company’s financial advisor, Skandinaviska Enskilda Banken AB (publ), Helsinki branch (“SEB”). The Fairness Opinion is attached as Appendix 1 to this statement.
The Board of Directors believes that the consideration offered by the Offeror to the shareholders is fair to the shareholders based on its assessment of the matters and factors, which the Board of Directors has concluded to be material in evaluating the Tender Offer. These matters and factors include, but are not limited to:
- the Offer Price and the premium offered for the Shares;
- the information and assumptions on the business operations and financial condition of the Company as at the date of this statement and their expected future development;
- the historical trading price of the Shares;
- the cash consideration of the Tender Offer, which provides the shareholders with immediate liquidity;
- valuation multiples of the Shares compared to the industry multiples before the announcement of the Tender Offer;
- valuations and analysis made and commissioned by the Board of Directors as well as discussions with external financial advisors;
- investigations and evaluations conducted by the Company after having received an initial unsolicited indication of interest;
- any alternative proposals and opportunities, including the proposal regarding a competing offer received by the Company prior to the increase in the Offer Price, announced on January 5, 2021, that may have been available to the Company;
- the ability to respond to possible third-party proposals if necessary to comply with the Board of Directors’ fiduciary duties;
- other terms of the Tender Offer;
- the undertakings by certain shareholders of the Company to accept the Tender Offer as referred to above; and
- the Fairness Opinion issued by SEB.
The Board of Directors has noted that the relevant business prospects of the Company would also provide opportunities for the Company to develop its business as an independent company for the benefit of the Company and its shareholders.
Based on overall assessment and taking into account the factors described above, the Board of Directors has concluded that the Tender Offer is a favourable alternative for the shareholders.
Recommendation of the Board of Directors
The Board of Directors 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. In line with the Helsinki Takeover Code, the Board of Directors has sought the best possible outcome for the Company’s shareholders by undertaking the measures needed to achieve as good a bid as possible by also evaluating other alternatives as part of the assessment of the Tender Offer and the Offer Price.
Based on the evaluations and facts given above, the Board of Directors considers that the Tender Offer and the amount of the Offer Price are, under the prevailing circumstances, fair from the perspective of the Company’s shareholders.
Based on the foregoing, the Board of Directors unanimously recommends that the shareholders of the Company accept the Tender Offer.
Six out of seven members of the Board of Directors have participated in the decision-making concerning this statement. The Chairman of the Board Jari Paasikivi did not participate in the decision-making. Jari Paasikivi has considered himself to be dependent of a major shareholder, Oras Invest Oy, which has given an irrevocable undertaking, subject to certain customary conditions, to accept the Tender Offer. For this reason, he has made a decision not to participate in the decision-making concerning this statement.
Certain other matters
The Board of Directors notes that the combination of the Company and the Offeror may, as is common in similar arrangements, involve unforeseeable risks.
The Board of Directors notes that the shareholders of the Company should also take into account the potential risks related to non-acceptance of the Tender Offer. If the acceptance condition of more than 90 per cent of the Shares and votes is waived, the completion of the Tender Offer would reduce the number of the Company’s shareholders and the number of Shares, which would otherwise be traded on Nasdaq Helsinki. 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 in the Company. Furthermore, pursuant to the Finnish Companies Act, a shareholder that holds more than two-thirds of the shares and voting rights carried by the shares in a company has sufficient voting rights to decide upon certain corporate transactions, including, but not limited to, a merger of the company into another company, an amendment of the articles of association of the company and an issue of shares in the company in deviation from the shareholders’ pre-emptive subscription rights.
Pursuant to Chapter 18 of the Finnish Companies Act, a shareholder that holds more than 90 per cent of all shares and votes in a company shall have the right to acquire and, subject to a demand by other shareholders, also be obligated to redeem the shares owned by the other shareholders. In such case, the Shares held by the Company’s shareholders, who have not accepted the Tender Offer, may be redeemed through redemption proceedings under the Finnish Companies Act in accordance with the conditions set out therein.
The Company has undertaken to comply with the Helsinki Takeover Code referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act. This statement of the Company does not constitute investment or tax advice, and the Company does not 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 the 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.
The Company has appointed SEB as financial adviser and Hannes Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer.
The Board of Directors of Tikkurila
Appendix 1: Fairness Opinion
For more information, please contact:
Sanna Lehti, General Counsel
tel. +358 40 5111757
Nasdaq Helsinki Ltd
Main news media
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.
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.
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.
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 2018, our revenue totaled EUR 562 million. The company is listed on Nasdaq Helsinki. Nordic quality from start to finish since 1862.