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2016-11-03

CapMan Oyj: CapMan Plc offers to acquire Norvestia Oyj - Norvestia's Board of Directors recommends accepting the voluntary exchange offer

CapMan Plc Stock Exchange Release 3 November 2016
at 8.35 a.m. EET

This stock exchange release may not be published or distributed, in whole or
in part, directly or indirectly, in or into or to any person located or a
resident of the United States of America, Australia, Canada, Hong Kong,
Japan, New Zealand, South Africa, or any other country where such publication
or distribution would violate applicable regulation or would require
additional measures in addition to the requirements under Finnish law.

CapMan Plc offers to acquire Norvestia Oyj - Norvestia's Board of Directors
recommends accepting the voluntary exchange offer

Highlights of the arrangement:

* Norvestia strengthens CapMan's position significantly as a leading Nordic
private equity asset management and investment company.
* The combined turnover of the combined group would have been approx. €27.2
million, operating profit approx. €21.8 million and earnings per share
approx. €0.11 for the period of 1 January - 30 September 2016.1)
* The combined group's strengthened balance sheet and the own investment
capacity of approximately € 200 million enables faster growth.
* CapMan expects the arrangement to generate cost and financing synergies
exceeding €3 million per annum.
* The Management Company and Services business pursuing growth, a strong
balance sheet and operating cash flow provides a foundation for the
execution of the dividend policy. CapMan's objective is to pay at least 75
per cent of its earnings per share as dividend following the consummation
of the arrangement.
* If the exchange offer materialises, all CapMan's Series A shares will be
converted into Series B shares (1:1) and the Articles of Association will
be amended so that CapMan only has one share series.
* Norvestia's Board of Directors recommends that Norvestia's shareholders
accept the exchange offer. Norvestia's Board of Directors proposes to
Norvestia's extraordinary general meeting that an extraordinary dividend of
€ 3.35 per share be paid before the consummation of the exchange offer,
conditional on the consummation of the exchange offer.
* After the dividend payment, CapMan's offer consideration is six (6)
CapMan's shares for each Norvestia's share and security entitling to a
share. The offer consideration corresponds to a premium of approximately
23.2 per cent in comparison to Norvestia's volume-weighted average share
price less the extraordinary dividend (€ 5.94) over the reference period 4
October - 2 November 2016.
* Total value of the exchange offer, taking into account the extraordinary
dividend, is in total approx. € 117.9 million based on the closing price of
CapMan's share (€ 1.24) on 2 November 2016. Correspondingly, the total
value of the exchange offer is in total approx. € 116.6 million based on
the volume-weighted average share price (€ 1.22 over the reference period 4
October - 2 November 2016.

1 Illustrative unaudited combined key figures of the Combined Group

CapMan Plc ("CapMan" or the "Company") offers to acquire all of Norvestia
Oyj's ("Norvestia") shares ("Norvestia's shares") and securities entitling to
shares which are not held by Norvestia Group or CapMan Group in a voluntary
public tender offer ("Exchange Offer"). Before the Exchange Offer, CapMan
holds 28.7 per cent of Norvestia's shares.

In the Exchange Offer, CapMan offers six (6) new shares of the Company ("Offer
Consideration") for each Norvestia's share. In conjunction with the
arrangement, Norvestia's Board of Directors proposes to Norvestia's
extraordinary general meeting that an extraordinary dividend of € 3.35 per
share be paid ("Extraordinary Dividend"). The Extraordinary Dividend is
conditional on the consummation of the Exchange Offer and is paid to those
Norvestia shareholders, who own Norvestia's shares when CapMan announces that
the conditions for consummating the Exchange Offer have been fulfilled and
CapMan will consummate the Exchange Offer ("Exchange Offer Confirmation
Date"). The aforementioned arrangements offer Norvestia's shareholders the
opportunity to receive a considerable Extraordinary Dividend while continuing
as shareholders in the group combining the businesses of CapMan and Norvestia
("Combination" and "Combined Group").

The Offer Consideration corresponds to a premium of approximately 23.2 per
cent in comparison to Norvestia's volume-weighted average share price less
the Extraordinary Dividend (€ 5.94) on Nasdaq Helsinki Ltd (the "Helsinki
Stock Exchange") in the 30-day period prior to the announcement of the
Exchange Offer ending on 2 November 2016, when the Offer Consideration is
valued at the volume-weighted average share price of CapMan in the same
period (€ 1.22).

The Offer Consideration corresponds to a premium of approximately 21.0 per
cent in comparison to the Norvestia share's closing price less the
Extraordinary Dividend (€ 6.15) on the Helsinki Stock Exchange on 2 November
2016 based on the closing price of the CapMan share (€ 1.24) on the same day.

Total value of the exchange offer, taking into account the Extraordinary
Dividend, is approximately € 117.9 million based on the closing price of
CapMan's share (€ 1.24) on 2 November 2016. Correspondingly, the total value
of the exchange offer is approx. € 116.6 million based on the volume-weighted
average share price (€ 1.22) over the reference period 4 October - 2 November
2016.

Each new CapMan share under the Offer Consideration carry one (1) vote and
together with the existing shares equal rights to dividend and other
distributions of Company's assets to shareholders. CapMan will not make any
distributions from the Company before the consummation of the Exchange Offer.

Norvestia's Board of Directors have formed a composition to evaluate and
process the Exchange Offer consisting of Hannu Syrjänen, Georg Ehrnrooth and
Arja Talma, who are Norvestia's Board of Directors independent of CapMan.
Members of Norvestia's Board of Directors who are not independent of CapMan,
that is, Heikki Westerlund and Niko Haavisto, have not in any way
participated in the decision making related to the matter in Norvestia's
Board of Directors. Norvestia's Board of Directors in its aforementioned
composition has stated that it deems the terms of the Exchange Offer are
economically fair, and that it recommends that Norvestia's shareholders
accept the Exchange Offer. Norvestia's financial advisor Nordea
Corporate&Investment Banking has prepared a fairness opinion statement for
Norvestia on the Exchange Offer. Norvestia's Board of Directors will publish
its final statement on the Exchange Offer in line with the Securities Market
Act before the publication of the Offer Document.

Sampo Plc (on behalf of Norvestia's major shareholders Mandatum Life and
Mutual Limited Liability Insurance Company Kaleva), Mr Mikko Laakkonen, Mr
Hannu Laakkonen and Mr Jukka Immonen, who together with CapMan represent
approx. 50.8 per cent of all shares and votes prior to the Exchange Offer,
have given an undertaking, subject to certain conditions, to accept the
Exchange Offer and vote in favour of the Extraordinary Dividend at
Norvestia's extraordinary general meeting. Mikko and Hannu Laakkonen, Jukka
Immonen as well as Sampo Oyj may cancel their commitments in certain
situations, for instance if Norvestia's Board of Directors cancels their
recommendation to accept the Exchange Offer. CapMan is also committed to vote
in favour of the Extraordinary Dividend in Norvestia's extraordinary general
meeting.

CapMan has no undertakings with regard to any compensation or other fees
payable to the management and/or Board of Directors of Norvestia as a result
of consummation of the Exchange Offer. CapMan and Norvestia's shareholders
have not agreed on any additional arrangements related to the offer.

The new CapMan shares offered as the Offer Consideration are intended to be
issued in a directed share issue. CapMan's Board of Directors will propose
that CapMan's extraordinary general meeting to be convened on 8 December 2016
will grant the Board of Directors with the necessary authorisation. As of the
date of the publication of the Exchange Offer, shareholders representing
approximately 60.3 per cent of the aggregate votes in CapMan have agreed to
vote in favour of the authorisation for the directed share issue. As part of
the arrangement, all of CapMan's A-shareholders have agreed to convert their
A-shares into B-shares in accordance with CapMan's articles of association so
that one (1) A-share corresponds to one (1) B-share and to vote at CapMan's
extraordinary general meeting in favour of amending CapMan's Articles of
Association so that CapMan only has one share series. The conversion and the
vote in favour of amending the Articles of Association are conditional to
CapMan's announcement that it will consummate the Exchange Offer. The changes
to the Articles of Association will be registered before the Exchange Offer
is consummated.

The offer period of the Exchange Offer is intended to begin on or about 21
November 2016 and is initially intended to end on 16 December 2016, unless
the offer period is extended (the "Offer Period"). The combined exchange
offer document and listing prospectus, including the unaudited pro forma
financial information illustrating the financial effects of the combination
of CapMan and Norvestia, is expected to be published on or about 18 November
2016 ("Offer Document").

The Exchange Offer is conditional, inter alia, to CapMan obtaining, in the
aggregate, more than ninety (90) per cent of the issued and outstanding
shares and votes in Norvestia through the Exchange Offer, CapMan's
extraordinary general meeting authorising the Board of Directors to decide on
the directed share issue to be used for the consummation of the Exchange
Offer, and no material adverse change having occurred in Norvestia as
described in more detail in the terms of the Exchange Offer. In the event
that the Company acquires ownership of more than ninety (90) per cent of all
shares and votes granted by the shares in Norvestia, CapMan's intention is to
redeem any possible minority holdings and to request for permission to delist
Norvestia's shares from the Helsinki Stock Exchange. CapMan reserves the
right to waive the fulfilment of the conditions of the Exchange Offer,
including waiving the condition concerning obtaining ninety (90) per cent of
ownership, and may consummate the Exchange Offer also based on an ownership
of less than ninety (90) per cent of Norvestia's shares. The conditions for
the consummation of the Exchange Offer are presented as an attachment to this
release.

The purpose and objectives of the proposed Combination

The Combined Group is expected to create added value to both CapMan's and
Norvestia's shareholders based on growth, benefits fr...

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