eQ CORPORATION STOCK EXCHANGE RELEASE 8 June 2007 at 16.35
STRAUMUR-BURDARAS INVESTMENT BANK HF WILL COMMENCE THE MANDATORY TENDER OFFER
FOR ALL THE SHARES AND OPTION RIGHTS IN eQ CORPORATION ON 11 JUNE 2007
Straumur-Burdaras Investment Bank hf (“Straumur-Burdaras”) will launch its
mandatory tender offer for all of the issued and outstanding shares and option
rights in eQ Corporation (“eQ”) on 11 June 2007. Straumur-Burdaras owns already
81 per cent of the shares in eQ resulting from sale and purchase agreements
dated 21 May 2007 and acquisition of eQ shares in public trading after entering
into the said agreements.
The offer price for the shares in eQ is EUR 7.60 per share payable in cash. The
offer price represents a premium of approximately 77 per cent compared to the
volume-weighted average trading price of the eQ shares on the Helsinki Stock
Exchange during the last 12 months preceding the triggering of the obligation to
launch a mandatory tender offer and approximately 41 per cent compared to the
volume-weighted average trading price during the last 3 months preceding the
triggering of the obligation to launch a mandatory tender offer as well as a
premium of approximately 50 per cent compared to the closing price of the shares
on the Helsinki Stock Exchange on 21 May 2007, the last trading day before the
triggering of the obligation to launch a mandatory tender offer. The offer price
for the option rights in eQ is EUR 5.40 per option right payable in cash.
The acceptance period for the tender offer will commence on 11 June 2007 and
expire on 3 July 2007 unless the offer period is extended as set forth below in
the terms and conditions of the tender offer. The Board of Directors of eQ has
recommended that the shareholders and holders of option rights accept the tender
offer.
Straumur-Burdaras will announce the preliminary result of the tender offer on or
about the first Finnish banking day following the expiry of the offer period,
or, if applicable, the extended offer period, and will announce the final result
of the tender offer on or about the third Finnish banking day following the
expiry of such offer period. The announcement of the final result will confirm
the percentage of the shares and option rights that have been validly tendered.
Most of the Finnish book-entry account operators will send a notification of the
tender offer, including instructions and the relevant acceptance form to their
customers who are registered as shareholders in the shareholders' register of eQ
or who are option rights holders of eQ. The acceptance must be given in
accordance with the instructions and within the time limits provided by the
relevant book-entry account operator. Shareholders and option right holders who
do not receive such notification and instructions from their book-entry account
operator or asset manager, can contact eQ Bank Ltd. where such shareholders and
option right holders will receive all necessary information and can give their
acceptance to the tender offer as regards the shares and/or the option rights.
The Finnish Financial Supervision Authority has today approved the tender offer
document relating to the tender offer. The tender offer document will be
available in Finnish from 11 June 2007 onwards at eQ Bank Ltd.,
Mannerheiminaukio 1 A, 00100 Helsinki, Finland and at OMX Way, Fabianinkatu 14,
00130 Helsinki, Finland and from this date, 8 June 2007 onwards on the internet
at www.eQ.fi, and in English from 11 June 2007 onwards at eQ Bank Ltd.,
Mannerheiminaukio 1 A, 00100 Helsinki, Finland.
The detailed terms and conditions of the tender offer have been enclosed in
their entirety as an annex to this release (Annex 1).
eQ Corporation
INFORMATION REGARDING STRAUMUR-BURDARAS
Straumur-Burdaras Investment Bank hf is Iceland's largest investment bank.
Straumur-Burdaras offers integrated corporate and investment banking services in
Northern Europe, with particular focus on the Nordic countries and the UK.
Straumur-Burdaras' services include corporate finance advisory, debt and equity
financing, and brokerage.
INFORMATION REGARDING eQ
eQ is a Finnish full-service investment bank, the customers of which consist of
private investors, institutions and companies. eQ provides and develops
efficient and customer oriented investment banking services for demanding
customers. The shareholder's equity of eQ Group is EUR 64 million and the
capital adequacy ratio 14 %. The Group has 170 employees and approximately
48.000 customers.
For more information:
eQ Corporation
Antti Mäkinen
CEO
tel. +358 9 681 781
gsm. +358 50 5611 501
e-mail antti.makinen@eQ.fi
Straumur-Burdaras Investment Bank hf
Óttar Pálsson
Chief Legal Counsel
tel. +354 840 9148
DISTRIBUTION
Helsinki Stock Exchange
Central media
ANNEXES
Annex 1: Terms and conditions of the tender offer
The tender offer is not being made directly or indirectly in any jurisdiction
where prohibited by applicable law and this release may not be distributed,
forwarded or transmitted into or from any jurisdiction where prohibited by
applicable law by any means whatsoever including, without limitation, mail,
facsimile transmission, e-mail or telephone.
1. TERMS AND CONDITIONS OF THE TENDER OFFER
The following sets forth the terms and conditions of the Tender Offer.
Capitalized terms appearing in these terms and conditions of the Tender Offer
which are not defined here have the meanings ascribed to such terms in the
Tender Offer Document.
1.1 Object of the Tender Offer
Through the Tender Offer, the Offeror offers to acquire all of the issued and
outstanding Shares and Option Rights in the Company on the terms and conditions
set forth below.
In the event that, prior to the expiry of the Offer Period, a holder of Option
Rights subscribes for new shares in the Company in accordance with the terms and
conditions of such Option Rights, such Option Right holder may, during the Offer
Period, tender the new shares so subscribed for by virtue of such Option Rights
in the Tender Offer after the new shares in the Company have been registered in
the subscriber's book-entry account.
1.2 Offer Price
The Share Offer Price for each Share validly tendered in accordance with the
terms and conditions of the Tender Offer is EUR 7.60 in cash.
The Option Right Offer Price for each Option Right validly tendered in
accordance with the terms and conditions of the Tender Offer is EUR 5.40 in
cash.
1.3 Offer Period
The Offer Period commences on 11 June 2007 at 9:30 am (Finnish time) and expires
on 3 July 2007 at 16:00 pm (Finnish time), unless the Offer Period is extended
as set forth below.
The Offeror may extend the Offer Period for a period of time to be determined
later. The maximum duration of the Offer Period (including any extended period)
is 10 weeks. The Offeror will inform of the possible extension of the Offer
Period by a press release at the latest on 3 July 2007. The Offeror will inform
of a possible extension of an already extended Offer Period at the latest on the
first Finnish banking day following the expiry of the Offer Period. If the
Offeror extends the Offer Period, the Offer Period will expire on the date and
at the time to which the Offeror extends the Offer Period.
1.4 Obligation to increase the Tender Offer or to pay compensation
The Offeror reserves the right to acquire Shares in public trading on the
Helsinki Stock Exchange during the Offer Period.
If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2
of the Finnish Securities Market Act acquires, before the expiry of the Offer
Period, Shares or Option Rights at a higher price than the Share Offer Price or
the Option Right Offer Price or otherwise on terms that are more favorable than
those of the Tender Offer, the Offeror must according to Chapter 6, Section 13
of the Finnish Securities Market Act amend the terms and conditions of the
Tender Offer to correspond to this acquisition on more favorable terms
(obligation to increase the offer). The Offeror shall then, without delay, make
public the triggering of the obligation to increase the offer and pay, in
connection with the completion of the Tender Offer, the difference between the
acquisition on more favorable terms and the consideration offered in the Tender
Offer to the holders of securities who have accepted the Tender Offer.
If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2
of the Finnish Securities Market Act acquires, during the nine (9) months
following the expiry of the Offer Period, Shares or Option Rights in eQ at a
higher price than the Share Offer Price or the Option Right Offer Price or
otherwise on terms that are more favorable than those of the Tender Offer, the
Offeror must according to Chapter 6, Section 13 of the Finnish Securities Market
Act compensate those holders of securities who have accepted the Tender Offer
for the amount equal to the difference between the acquisition on more favorable
terms and the consideration offered in the Tender Offer (obligation to
compensate). The Offeror shall then, without delay, make public the triggering
of the obligation to compensate and pay the difference between the acquisition
on more favorable terms and the consideration offered in the Tender Offer within
one month after the triggering of the obligation to compensate to the holders of
securities who have accepted the Tender Offer.
According to Chapter 6, Section 13, Subsection 5 of the Finnish Securities
Market Act, the obligation to compensate shall, however, not be triggered in
case the payment of a higher price than the Share Offer Price or the Option
Right Offer Price is based on an arbitral award pursuant to the Finnish
Companies Act, provided that the Offeror or any party referred to in Chapter 6,
Section 10, Subsection 2 of the Finnish Securities Market Act has not offered to
acquire Shares or Option Rights on terms that are more favourable than those of
the Tender Offer before or during the arbitral proceedings.
1.5 Acceptance Procedure of the Tender Offer
Shares
Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the relevant acceptance form to their
customers who are registered as shareholders in the shareholders' register of
the Company. Shareholders who do not receive such notification from their
book-entry account operator or asset manager can contact eQ Bank where such
shareholders shall receive all necessary information and can give their
acceptance.
A shareholder in the Company whose shareholdings are registered in the name of a
nominee and who wishes to accept the Tender Offer shall effect such acceptance
in accordance with the nominee's instructions.
Pledged Shares may only be tendered with the consent of the relevant pledgee.
The obtaining of such consent shall be the responsibility of the relevant
shareholder in the Company.
A shareholder in the Company who is registered as a shareholder in the
shareholders' register of the Company and who wishes to accept the Tender Offer
shall submit a properly completed and duly executed acceptance form to the
account operator managing the shareholder's book-entry account in accordance
with its instructions and within the time limit set by the account operator or,
in the case such account operator does not accept acceptance forms (e.g.
customers of the Finnish Central Securities Depository), such shareholder shall
contact eQ Bank to give his/her acceptance to tender the Shares. The acceptance
form shall be submitted so that it is received during the Offer Period or, if
the Offer Period has been extended, during such extended Offer Period, however,
always in accordance with the instructions of the relevant account operator. The
method of delivery of acceptance forms is at the shareholder's option and risk,
and the delivery will be deemed made only when actually received by such account
operator or eQ Bank.
By accepting the Tender Offer, the shareholders of the Company authorize eQ Bank
or the account operator managing the shareholder's book-entry account to sell
the Shares to the Offeror in accordance with the terms and conditions of the
Tender Offer.
A shareholder may accept the Tender Offer only unconditionally and in relation
to all of its Shares registered on the relevant book-entry account in accordance
with the terms and conditions of the Tender Offer. The Offeror may reject any
partial tender of the Shares.
A shareholder that has validly accepted the Tender Offer in accordance with the
terms and conditions of the Tender Offer may not sell or otherwise dispose of
its tendered Shares unless otherwise provided by mandatory law. A transfer
restriction in respect of the Shares will be registered in the relevant
book-entry account after a shareholder has submitted the acceptance for the
Tender Offer.
Shares that have not been transferred into the book-entry system
In order to tender Shares that have not been transferred to the book-entry
system, the relevant holder shall, prior to tendering such Shares, transfer them
to the book-entry system through the shareholder's own account operator or asset
manager. The holder of such Shares must in this context convey the share
certificates evidencing such Shares and present evidence of title to such
Shares.
Option Rights
Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the relevant acceptance form, to their
customers who are Option Right holders. Option Right holders who do not receive
such notification from their book-entry account operator or asset manager can
contact eQ Bank where such Option Right holders shall receive all necessary
information and can give their acceptance.
An Option Right holder whose holdings are registered in the name of a nominee
and who wishes to accept the Tender Offer shall effect such acceptance in
accordance with the nominee's instructions.
Pledged Option Rights may only be tendered with the consent of the relevant
pledgee. The obtaining of such consent shall be the responsibility of the
relevant Option Right holder in the Company.
An Option Right holder who is registered in the register of Option Right holders
and who wishes to accept the Tender Offer shall submit the properly completed
and duly executed acceptance form to the account operator managing the Option
Right holder's book-entry account in accordance with its instructions and within
the time limit set by the account operator or, in the case such account operator
does not accept acceptance forms (e.g. customers of the Finnish Central
Securities Depository) such Option Right holder shall contact eQ Bank to give
his/her acceptance to tender the Option Rights. The acceptance form shall be
submitted so that it is received during the Offer Period, or, if the Offer
Period has been extended, during such extended Offer Period, however, always in
accordance with the instructions of the relevant account operator. The method of
delivery of acceptance form is at the Option Right holder's option and risk, and
the delivery will be deemed made only when actually received by such account
operator or eQ Bank.
By accepting the Tender Offer, the Option Right holder authorizes eQ Bank or the
account operator managing the Option Right holder's book-entry account to sell
the Option Rights to the Offeror in accordance with the terms and conditions of
the Tender Offer.
An Option Right holder may accept the Tender Offer only unconditionally and in
relation to all of its Option Rights registered on one book-entry account. The
Offeror may reject any partial tender of the Option Rights.
An Option Right holder that has validly accepted the Tender Offer in accordance
with the terms and conditions of the Tender Offer may not sell or otherwise
dispose of its tendered Option Rights unless otherwise provided by mandatory
law. A transfer restriction in respect of the Option Rights will be registered
in the relevant book-entry account after the Option Right holder has submitted
the acceptance for the Tender Offer.
1.6 Announcement of the Result of the Tender Offer
The Offeror will announce the preliminary result of the Tender Offer on or about
the first (1st) Finnish banking day following the expiry of the Offer Period or,
if applicable, the extended Offer Period, and will announce the final result on
or about the third (3rd) Finnish banking day following the expiry of the Offer
Period or, if applicable, the extended Offer Period. The announcement of the
final result will confirm the percentage of the Shares and Option Rights that
have been validly tendered.
1.7 Terms of Payment and Settlement of Shares
The sale and purchase of the Shares validly tendered in accordance with the
terms and conditions of the Tender Offer will be executed on the Closing Date,
which shall be no later than five (5) Finnish banking days following the expiry
of the Offer Period, or if the Offer Period has been extended, the expiry of the
extended Offer Period. The sale and purchase of the Shares will take place on
the Helsinki Stock Exchange if permitted by the rules applicable to the
securities trading on the Helsinki Stock Exchange. Otherwise the sale and
purchase of the Shares will take place outside of the Helsinki Stock Exchange.
Settlement will be effected on or about the third (3rd) Finnish banking day
following the Closing Date (the “Settlement Date”). The payment of the Share
Offer Price will be deposited on the Settlement Date into the bank account
connected to the shareholder's book-entry account or, in the case of
shareholders whose holdings are registered in the name of a nominee, into the
bank account specified in the acceptance form. If the bank account of a
tendering shareholder is with a different banking institution than such holder's
book-entry account, the Share Offer Price will be paid, in accordance with the
schedule of money transactions between banking institutions, to the
shareholder's bank account so that it is on the shareholder's bank account
approximately two (2) Finnish banking days following the Settlement Date, at the
latest.
The Offeror reserves the right to postpone the payment of the Share Offer Price
if payment is prevented or suspended due to a force majeure event, but shall
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.
1.8 Terms of Payment and Settlement of Option Rights
The sale and purchase of the Option Rights validly tendered in accordance with
the terms and conditions of the Tender Offer will be executed no later than
eight (8) Finnish banking days following the expiry of the Offer Period, or if
the Offer Period has been extended, the expiry of the extended Offer Period. The
sale and purchase of the Option Rights will take place outside of the Helsinki
Stock Exchange.
Settlement will be effected on the same day as the sale and purchase of the
Option Rights, i.e. no later than eight (8) Finnish banking days following the
expiry of the Offer Period, or if the Offer Period has been extended, the expiry
of the extended Offer Period (“Option Right Settlement Date”). The payment of
the Option Right Offer Price will be deposited on the Option Right Settlement
Date into the bank account connected to the Option Right holder's book-entry
account or, in the case of Option Right holders whose holdings are registered in
the name of a nominee, into the bank account specified in the acceptance form.
If the bank account of a tendering Option Right holder is with a different
banking institution than such holder's book-entry account, the Option Right
Offer Price will be paid, in accordance with the schedule of money transactions
between banking institutions, to the Option Right holder's bank account so that
it is on the Option Right holder's bank account approximately two (2) Finnish
banking days following the Option Right Settlement Date, at the latest.
The Offeror reserves the right to postpone the payment of the Option Right Offer
Price if payment is prevented or suspended due to a force majeure event, but
shall immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.
1.9 Transfer of Ownership
Title to the Shares and Option Rights validly tendered in the Tender Offer will
pass to the Offeror on the Settlement Date against the payment of the Share
Offer Price or Option Right Offer Price by the Offeror to the tendering
shareholder or Option Right holder.
1.10 Transfer Tax and Other Payments
The Offeror will pay the Finnish transfer tax, if any, payable on the sale and
purchase of the Shares and Option Rights.
Possible fees charged by book-entry account operators, in accordance with their
agreement with the shareholder or Option Right holder, relating to the possible
transfers to the book-entry system of the Shares or Option Rights that have not
been transferred to the book-entry system, as well as fees charged by book-entry
account operators, asset managers, nominees or any other person for registering
the release of pledges or other possible restrictions preventing a sale of the
relevant Shares or Option Rights, will be borne by each shareholder or Option
Right holder. The Offeror shall be responsible for other customary fees relating
to book-entry registrations required for the purposes of the Tender Offer, the
sale and purchase of the Shares and Option Rights tendered under the Tender
Offer or the payment of the Share Offer Price or the Option Right Offer Price.
1.11 Other Issues
The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 6, Section 7 of the Finnish Securities Market
Act.
The Offeror reserves the right to extend the Offer Period in accordance with
Chapter 6, Section 8 of the Finnish Securities Market Act if, during the Offer
Period, a competing tender offer for the Shares is made public by a third party.
The Offeror shall have sole discretion to determine all other issues relating to
the Tender Offer, subject to the requirements of applicable law.
The Tender Offer is not being made directly or indirectly in any jurisdiction
where prohibited by applicable law and this Tender Offer Document and related
acceptance forms are not and may not be distributed, forwarded or transmitted
into or from any jurisdiction where prohibited by applicable law by any means of
whatsoever including, without limitation, mail, facsimile transmission, e-mail
or telephone.
STRAUMUR-BURDARAS INVESTMENT BANK HF WILL COMMENCE THE MANDATORY TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN eQ CORPORATION ON 11 JUNE 2007
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