Du är här

2014-04-14

CapMan Oyj: Funds managed by CapMan announce public tender offer for all shares in Oral Hammaslääkärit Plc

CapMan Press Release 14 April 2014 at 8.30 EEST

Funds managed by CapMan announce public tender offer for all shares in Oral
Hammaslääkärit Plc

Not for release or distribution, directly or indirectly, in the United States,
Canada, Australia, New Zealand, South Africa, China, Hong Kong, Singapore, or
Japan, or any other jurisdiction in which distribution or release would
breach applicable law.

Renideo Holding Oy, a company wholly owned by Renideo Group Oy, a company
controlled by funds managed by CapMan Plc, has on this date announced a
public tender offer for all shares issued by Oral Hammaslääkärit Plc.

The full release issued today by the Offeror is attached to this press
release. The release also contains strategic rationale and aims of the tender
offer for funds managed by CapMan.

For further information, please contact:

Markus Sjöholm, Senior Partner, CapMan Buyout/ Chairman of the Board of
Directors, Renideo Group Oy, tel. +358 405 080 121

Ben Wrede, Chairman of the Board of Directors, Oral Hammaslääkärit Plc, tel.
+358 405 105 940

Martin Forss, Managing Director, Oral Hammaslääkärit Plc, tel. +358 407 796
266

CapMan

www.capman.com

CapMan Buyout is the largest mid-market private equity team in the Nordic
region, with 20 investment professionals in Finland, Norway and Sweden and 24
years of experience. The team has made a total of 77 investments and 56 exits
and its tenth fund CapMan Buyout X is currently in active investment phase.

CapMan Buyout is part of CapMan Group, a leading private equity firm in the
Nordic countries and Russia, with assets under management of EUR 3.1 billion.
CapMan has five key investment partnerships - CapMan Buyout, CapMan Russia,
CapMan Credit, CapMan Public Market and CapMan Real Estate - each of which
has its own dedicated investment team and funds. Altogether, CapMan employs
around 100 professionals in Helsinki, Stockholm, Oslo, Moscow and Luxembourg.

Attachment:
the full release issued today by the Offeror

Release 14 April 2014 at 8.05

FUNDS MANAGED BY CAPMAN ANNOUNCE PUBLIC TENDER OFFER FOR ALL SHARES IN ORAL
HAMMASLÄÄKÄRIT PLC

Not for release or distribution, directly or indirectly, in the United States,
Canada, Australia, New Zealand, South Africa, China, Hong Kong, Singapore, or
Japan, or any other jurisdiction in which distribution or release would
breach applicable law.

Renideo Holding Oy (name change pending, company name Special Purpose Vehicle
No. 224 Oy registered with the Trade Register on 14 April 2014) ("Offeror"),
a company wholly owned by Renideo Group Oy (name change pending, company name
Special Purpose Vehicle No. 223 Oy registered with the Trade Register on 14
April 2014) ("Offeror's parent company"), a company controlled by funds
managed by CapMan Plc ("Funds" or "CapMan"), has on this date announced a
public tender offer ("Tender Offer") for all shares issued by Oral
Hammaslääkärit Plc ("Company" or "Oral") that are not held by the Company or
its subsidiaries ("Shares").

The offer price payable under the Tender Offer for each validly tendered Share
is EUR 6.40 in cash ("Offer Price"). The Offer Price represents a premium of
(i) approximately 9.0 percent over the closing price of the Shares, EUR 5.87,
on NASDAQ OMX Helsinki on the last trading day before the announcement of the
Tender Offer, (ii) approximately 18.5 percent over the volume-weighted
average price of the Shares, EUR 5.40, on NASDAQ OMX Helsinki in the six (6)
months preceding the announcement of the Tender Offer, and (iii)
approximately 25.7 percent over the volume-weighted average price of the
Shares, EUR 5.09, on NASDAQ OMX Helsinki in the twelve (12) months preceding
the announcement of the Tender Offer. Any dividend or other distribution of
funds by Oral decided after the date of the announcement of the Tender Offer,
which a shareholder who has accepted the Tender Offer is entitled to will be
deducted from the Offer Price.

The acceptance period under the Tender Offer is expected to commence on or
about 25 April 2014 and to expire on or about 15 May 2014, unless the
acceptance period is extended.

Shareholders owning 45.47 percent of the shares and votes in Oral have given
irrevocable and unconditional undertakings to accept the Tender Offer. In
addition, shareholders (including Ilmarinen Mutual Pension Insurance
Company), which combined represent 11.24 percent of the votes and shares in
the Company, have confirmed that absent any higher bid for their Shares, they
will support the Tender Offer.

At the time of issue of this release, the number of shares issued by Oral is
8,801,533. The Company holds none of its own shares.

The completion of the Tender Offer is subject to conditions including the
Offeror gaining more than 90 percent of the issued shares and votes of Oral
on a fully diluted basis and obtaining any requisite consent of the
competition authorities, as well as no material adverse change taking place
in the operations of Oral. The principal terms of the Tender Offer are
described in the Annex below.

The Offeror intends to acquire all shares issued by Oral. In the event that
the Offeror gains possession of more than 90 percent of all shares and votes
in Oral, it intends to initiate a minority shareholding redemption procedure
as provided for in the Finnish Companies Act to acquire the remaining Oral
shares. The Offeror intends to apply for the delisting of the shares from
NASDAQ OMX Helsinki as soon as the requirements for delisting are in place.

The Tender Offer and the Tender Offer document are governed by and construed
under Finnish law and any disputes pertaining to these will be settled by a
competent Finnish court.

The Offeror and the Offeror's parent company have undertaken to comply with
the recommendation for procedures to be complied with in takeover bids
referred to in Chapter 11, section 28 of the Finnish Securities Markets Act
(Takeover Code).

Ownership structure of Offeror's parent company

The Offeror is a wholly owned subsidiary of the Offeror's parent company. The
shares in the Offeror's parent company are held by the Funds (CapMan Buyout X
Funds), which have a 60 percent holding in the Offeror, as well as by
minority shareholders Atine Group AB and Nirali Holding Oy (date of
incorporation 10 April 2014, registration pending) which combined hold 40
percent of the Offeror. Neither the Offeror, the Offeror's parent company nor
the Funds own any shares in Oral.

Atine Group AB is a wholly owned subsidiary of Atine Group Oy. At the date of
this release, Atine Group Oy is the largest shareholder in Oral, holding
3,215,000 Shares which correspond to 36.53 percent of all Shares and related
voting rights.

Nirali Holding Oy is a company controlled by Mr Juha Korhonen, who at the date
of this release is one of the major shareholders in Oral. He holds 786,786
Shares corresponding to 8.94 percent of all Shares and related voting rights.
Atine Group Oy and Mr Juha Korhonen have given the aforementioned irrevocable
and unconditional undertaking to accept the Tender Offer (combined
shareholding 4,001,786 Shares, equal to 45.47 percent of all Shares and
related voting rights).

The Offeror envisions key Oral executives being offered, subsequent to
completion of the Tender Offer, the option of taking a stake of approximately
15 percent in total in the Offeror's parent company.

Strategic rationale and aims of Tender Offer

Growth potential in oral and dental care market.
CapMan considers the oral and dental care market to offer Oral potential for
growth in the long term. The private oral and dental care market has been
growing at a rate of approximately 7 percent annually in recent years, and
CapMan estimates annual growth in this market to average approximately 5
percent in the years 2014-2019.

The rate of growth of the private oral and dental care market is attributable
both to the difficulties of public health care in responding to the volume of
demand for services and to the increased demand for specialised dentistry
services, the latter being driven by an ageing population, advances in
dentistry, higher oral and dental health requirements, and increased
purchasing power among the general public. The focus in care is shifting
towards proactive and preventative care as awareness increases of the impacts
of oral and dental health on overall health and chronic illnesses.

Opportunities for growth in fragmented markets through M&A.
With over 1,400 providers nationwide, the oral and dental care services market
in Finland is highly fragmented. In CapMan's estimation, this gives Oral an
excellent opportunity for continued growth through market consolidation and
mergers and acquisitions.

Oral's growth-oriented strategy is also supported by the growing prevalence of
a chain-based approach in dentistry services provision. Underlying this
development is the high average age of dentists (49.7 years), owing to which
an increasing number of practices are coming on the market as their owners
retire. At the same time, many younger dentists prefer to belong to a wider
practice rather than to work as single practitioners. Moreover, investments
in advanced technologies such as 3D imaging and the production of ceramic
fillings require a user base of sufficient breadth in order to be profitable.
The switchover to e-prescriptions is also contributing to the heightened
interest among practitioners to join a larger chain.

Oral well positioned as Finland's largest and most recognized dental care
service chain.
Oral is the largest chain of oral and dental care providers in Finland when
measured by net sales, locations and dentists. According to surveys conducted
by Innolink Research in 2012 and 2014, Oral is also the most recognized
dental care provider in Finland. The Company enjoys very high customer
satisfaction and customer loyalty, and the dentists at Oral also report a
high degree of job satisfaction. Strong market standing, excellent
recognition and a high degree of customer and employee satisfaction will
enable full exploitation of the growth potential available in the market.

Growth through developing services.
CapMan sees potential for supporting the growth of Oral by enhancing its range
of oral hygienist services as well as its other products and services. CapMan
estimates that the new enterprise resource planning system at Oral will
improve service quality, enhance sales, expedite bookings and facilitate the
work of the dentists. The system is equipped to handle the introduction of
e-prescriptions taking place in 2014 as well as the electronic Patient Data
Repository system to be rolled out in 2015.

Close cooperation with management and dental professionals.
CapMan aims to be a strategic Finnish owner for Oral and to focus on...

Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.