AFFECTO PLC -- STOCK EXCHANGE RELEASE -- 26 SEPTEMBER 2017 at 15:00 EET
THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THE MINISTRY OF ECONOMIC AFFAIRS AND EMPLOYMENT GRANTS APPROVAL TO CGI NORDIC INVESTMENTS LIMITED'S PROPOSED ACQUISITION OF ALL THE ISSUED AND OUTSTANDING SHARES OF AFFECTO PLC
CGI Nordic Investments Limited (the "Offeror"), a wholly owned indirect subsidiary of CGI Group, Inc., and Affecto Plc have on 21 August 2017 entered into a Combination Agreement under which the Offeror has undertaken to make a voluntary public cash tender offer to purchase all of the issued and outstanding shares in Affecto that are not owned by Affecto or any of its subsidiaries (the "Tender Offer"). The Offeror has on 22 August 2017 announced the Tender Offer pursuant to Chapter 11 of the Finnish Securities Markets Act.
On 29 August 2017, the Finnish Financial Supervisory Authority approved the tender offer document relating to the Tender Offer. The acceptance period under the Tender Offer commenced at 9:30 a.m. (Finnish time) on 30 August 2017 and expires at 4:00 p.m. (Finnish time) on 27 September 2017 (the “Offer Period”). The Offeror reserves the right to extend the Offer Period in accordance with the terms and conditions of the Tender Offer.
As set out in the terms and conditions of the Tender Offer, the obligation of the Offeror to complete the Tender Offer is subject to certain conditions, including receipt of all necessary regulatory approvals, which include the approval by the Ministry of Economic Affairs and Employment of Finland required under the Act on Monitoring of Foreign Corporate Acquisitions in Finland (172/2012, as amended).
In connection with the Tender Offer, on 22 August 2017, the Offeror submitted its application to the Ministry of Economic Affairs and Employment for approval of its proposed acquisition of all of the issued and outstanding shares in Affecto under the Tender Offer pursuant to the Act on the Monitoring of Foreign Corporate Acquisitions.
The Offeror has today on 26 September 2017 published a press release, according to which
- The Ministry of Economic Affairs and Employment has today on 26 September 2017 announced that it has yesterday, 25 September 2017, granted its approval to the proposed acquisition. The Tender Offer remains open for acceptance in accordance with its terms and conditions until the end of the Offer Period.
- Following the above approval of the Ministry of Economic Affairs and Employment, all necessary regulatory approvals for the implementation of the Tender Offer have been received. As the Offeror is not aware of any other regulatory approvals necessary for the completion of the Tender Offer, the condition of the Tender Offer concerning the receipt of necessary regulatory approvals has thus been satisfied.
- The preliminary results of the Tender Offer will be announced on 28 September 2017, and the final results on 2 October 2017. The settlement of the completion trades will, subject to the fulfilment or waiver by the Offeror of the other closing conditions of the Tender Offer, be commenced on 4 October 2017. The Offeror notes that the dates are indicative.
The press release of the Offeror referred to above is attached in its entirety as Appendix 1 to this stock exchange release.
AFFECTO PLC
Board of Directors
ADDITIONAL INFORMATION
For additional information, please contact:
Affecto
Chairperson of the Board, Magdalena Persson
tel. +46 733 920 508
e-mail magdalena.persson@affecto.com
CEO, Juko Hakala
tel. +358 20 577 7450
e-mail juko.hakala@affecto.com
CGI IN THE NORDICS IN BRIEF
With nearly 8,000 professionals in 55 offices across Denmark, Estonia, Finland, Norway and Sweden, CGI has a strong local presence across the Nordic IT services market. With a deep commitment to being the best in its industry across the Nordics and around the world, CGI serves as a market leader in end-to-end IT and business consulting services, solutions and outsourcing services. CGI's Nordic operation serves thousands of clients in public and private organisations to help them achieve operational efficiencies while harnessing innovation to better serve the digital needs of their customers and citizens.
CGI IN BRIEF
Founded in 1976, CGI Group Inc. is the fifth largest independent information technology and business process services firm in the world. Approximately 70,000 professionals serve thousands of global clients from offices and delivery centers across the Americas, Europe and Asia Pacific, leveraging a comprehensive portfolio of services including high-end business and IT consulting, systems integration, application development and maintenance, infrastructure management as well as 150 IP-based services and solutions. With annual revenue in excess of C$10 billion and an order backlog exceeding C$20 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Website: www.cgi.com
AFFECTO IN BRIEF
Affecto is a Northern European full-stack data house with expertise in data intensive technologies. Affecto's expertise ranges from enterprise information management to artificial intelligence. Affecto creates business value for its customers by helping them become data driven, thus transforming their businesses. Affecto has long term, committed customer relationships with a large number of essential Northern European companies as well as public institutions. Affecto has a local presence with 18 offices forming a powerful grid, and is a unique home for its 1000+ employees.
Appendix 1: Press release of CGI Nordic Investments Limited on 26 September 2017
DISCLAIMER
THIS RELEASE IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE, OR ANY SOLICITATION OF AN OFFER TO SELL OR ANY INVITATION TO PARTICIPATE. INVESTORS MAY ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT WHEN AVAILABLE.
THE TENDER OFFER FOR THE SHARES IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE MAKING OF SUCH AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
ACCORDINGLY, 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 LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW. IN PARTICULAR, THE TENDER OFFER FOR THE SHARES IS NOT BEING AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, E-MAIL OR OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, AND MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR BY PERSONS LOCATED OR RESIDENT THEREIN, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT THEREIN. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER FOR THE SHARES RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
