Enedo Plc / Stock Exchange Release 1 July 2022 at 17:35
INISSION AB’S OWNERSHIP IN ENEDO PLC HAS INCREASED TO 80.43 PER CENT AND INISSION AB HAS BECOME OBLIGATED TO MAKE A MANDATORY PUBLIC TENDER OFFER FOR THE REMAINING SHARES IN ENEDO PLC
Inission AB ("Inission"), a North European contract manufacturer listed on Nasdaq First North Growth Market Stockholm, has notified today that it has acquired on 1 July 2022 a number of 21,113,257 shares (“Shares”) in Enedo Plc ("Enedo" or the "Company"). Pursuant to this, Inission's ownership in Enedo has increased to approximately 80.43 per cent of all the shares and related voting rights in the Company. Enedo holds 69,249 of its own shares. As a result of the acquisition of the Shares, Inission will be obligated to make a mandatory public tender offer (“Offer”) for all the other shares and securities entitling to the shares in Enedo in accordance with Chapter 11, Section 19 of the Finnish Securities Markets Act.
The price to be offered for each Enedo share in the Offer is contemplated to be EUR 0.26 (“Offer Price”). The closing price of Enedo on Nasdaq Helsinki was EUR 0.27 on 30 June 2022, i.e. on the last trading day preceding the date when Inission became obligated to make the Offer.
Inission will pay the Offer Price to the Enedo shareholders in cash or, at the sole discretion of an Enedo shareholder, in new Class B shares in Inission.
Pursuant to the Finnish Securities Markets Act Section 22 of Chapter 11, the mandatory tender offer shall be published within a month from the origin of the duty to make a public tender offer and the tender offer process shall begin within a month from the publishing of the tender offer.
More information on the Offer and related transactions can be found in Inission’s release attached to this stock exchange release.
Enedo’s Board will publish its view of the Offer in accordance with the Finnish Securities Markets Act.
Olle Hulteberg, who is both Inission’s and Enedo’s Chairman of the Board, and Fredrik Berghel, who is both Inission’s and Enedo’s Board Member, have informed Enedo that they will not participate in Enedo’s Board work until the end of the tender offer process.
ENEDO PLC
Mikael Fryklund
President and CEO
For further information please contact Mr. Mikael Fryklund, CEO, tel. +358 40 500 6864.
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
About Enedo
Enedo is a European designer and producer of high-quality electronic power supplies and systems for critical equipment even in the most demanding environments. Enedo´s mission is to make electricity better – more reliable, more secure, more energy efficient – and just right to fit its purpose. Enedo´s three main product categories are Led Drivers, Power supplies and Power Systems. In 2021 the group´s revenue was EUR 36,4 million. Enedo has 330 employees, and its main functions are located in Finland, Italy, Tunisia and USA. The group´s head office is in Finland and parent company Enedo Oyj is listed on Nasdaq Helsinki Oy.
Attachment:
Inission AB / Release 1 July 2022 at 11:00
INISSION AB’S OWNERSHIP IN ENEDO PLC HAS INCREASED TO 80.43 PER CENT AND INISSION AB HAS BECOME OBLIGATED TO MAKE A MANDATORY PUBLIC TENDER OFFER FOR THE REMAINING SHARES IN ENEDO PLC
Not to be published or distributed, directly or indirectly, in Australia, Canada, China, Hong Kong, Japan, New Zealand, Singapore, South Africa or in the United States or in any other jurisdiction where prohibited by applicable law.
Inission AB ("Inission"), a North European contract manufacturer listed on Nasdaq First North Growth Market Stockholm, has on 1 July 2022 acquired 21,113,257 shares (“Shares”) in Enedo Plc ("Enedo" or the "Company"), an international designer and producer of high quality electronic power supplies and systems listed on Nasdaq Helsinki. Pursuant to this, Inission's ownership in Enedo has increased from 34,000,000 shares to 55,113,257 shares corresponding approximately to 80.43 per cent of all the shares and related voting rights in the Company. Enedo holds 69,249 of its own shares. As a result of the acquisition of the Shares, Inission will be obligated to make a mandatory public tender offer for all the other shares and securities entitling to the shares in Enedo in accordance with the Finnish Securities Markets Act.
Share purchases
Inission acquired the Shares in Enedo from Joensuun Kauppa ja Kone Oy, Rausanne Oy, Soinitilat Oy and 10 other major shareholders (“Selling Shareholders”) of the Company for a purchase price of EUR 0.26 per share, the aggregate purchase price amounting to approximately EUR 5,5 million (SEK 58,9 million). The purchase price for all the Shares (“Purchase Price”) will be paid by the subscription by the Selling Shareholders of 1,811,694 newly issued Class B shares in Inission, which have been valued at EUR 3.03 (SEK 32.50) per share, issued by Inission and for which payment will be made by set-off against the payment of the Purchase Price. The Board of Directors of Inission, which had an authorization from the Annual General Meeting to issue a maximum of 3,600,000 new Class B shares, has decided on the directed share issues to the Selling Shareholders. The Selling Shareholders do not receive any cash consideration.
Mandatory public tender offer and subsequent transactions
As a result of the acquisition of the Shares, Inission will be obligated to make a mandatory public tender offer (“Offer”) for all the other shares and securities entitling to the shares in Enedo in accordance with Chapter 11, Section 19 of the Finnish Securities Markets Act.
The price to be offered for each Enedo share in the Offer is contemplated to be EUR 0.26 (“Offer Price”), which corresponds to the price paid to the Selling Shareholders and is the highest price paid by Inission for any Enedo share during the six-month period preceding the date when Inission became obligated to make the Offer. The closing price of Enedo on Nasdaq Helsinki was EUR 0.27 on 30 June 2022, i.e. on the last trading day preceding the date when Inission became obligated to make the Offer.
Inission will pay the Offer Price to the Enedo shareholders in cash or, at the sole discretion of an Enedo shareholder, in new Class B shares in Inission. The closing price of Inission on Nasdaq First North Growth Market Stockholm was SEK 32.50 on 30 June 2022, i.e. on the last trading day preceding the date when Inission became obligated to make the Offer.
Pursuant to the Finnish Securities Markets Act Section 22 of Chapter 11, the mandatory tender offer shall be published within a month from the origin of the duty to make a public tender offer and the tender offer process shall begin within a month from the publishing of the tender offer.
Olle Hulteberg, who is both Inission’s and Enedo’s Chairman of the Board, and Fredrik Berghel, who is both Inission’s and Enedo’s Board Member, will not participate in Enedo’s Board work until the end of the tender offer process.
If Inission obtains more than 90 percent of all the shares and related voting rights in Enedo as a result of the Offer, Inission will initiate mandatory redemption proceedings for the remaining shares in accordance with the Finnish Companies Act and, thereafter, Enedo will apply for delisting of its shares from Nasdaq Helsinki. Inission will also consider possibilities of dual listing on Nasdaq First North Growth Market Helsinki.
Background and reasons for the Offer
Inission has been Enedo’s largest shareholder with a 49.62% holding since April 2021. The implementation of Enedo’s turnaround program, which existed already at that time, has been more challenging than anticipated, both in time and financially. Enedo’s cash position has been constrained and it has loans amounting to approximately EUR 7 million with a due date of 30 September 2022. In Inission’s view, by having full control of Enedo, it has better possibilities to secure adequate financing for Enedo and steer Enedo successfully through current very difficult market conditions. Finally and most important is the materialization of the originally identified synergies between the companies such as cross sales of its products and services, develop the Tunisian facility to a full service EMS manufacturing site, geographical coverage of sales and complementary customer portfolio. This will strengthen both companies and add on to Inission’s successful journey of acquisitions and integration. It is planned to organize Enedo as its own Business Area with its own Enedo brand and its successful offering of power supplies and power systems.
Fredrik Berghel, Inission’s CEO and Board Member, comments:
“We see significant untapped revenue, cost and financial synergies in combining Enedo and Inission and look forward to materializing these efficiently”.
Olle Hulteberg, Inission’s Chairman of the Board, comments:
“In addition to the mandatory cash consideration, Inission’s Board of Directors wants to offer a share consideration to Enedo shareholders. We warmly welcome all Enedo shareholders to become shareholders in Inission and share the opportunities and synergies of Inission and Enedo combined.”
Advisors
Jonver Capital Oy acts as the financial advisor and Bird & Bird Attorneys Ltd. acts as the legal advisor to Inission in the aforesaid transactions.
Inission AB
THE BOARD OF DIRECTORS
For further information please contact
Fredrik Berghel, CEO Inission
+46 732 02 22 10
About Inission
Inission is a profitable total supplier that offers demanding industrial customers in the Nordic region complete electronic and mechanical products of the highest quality. Inission’s services cover the entire product life cycle, from development and design to industrialization, volume production and aftermarket. By combining this with logistics services and a production based on high flexibility, customer adaptation and short lead times, our offer becomes very competitive. Inission has factories in Sweden, Finland, Norway and Estonia.
The revenue of Inission for the financial period ended on 31 December 2021, was approximately SEK 1 003 million (approximately EUR 94 million) and it employs approximately 520 people. Inission is listed on Nasdaq First North with Nordic Certified Adviser AB (info@certifiedadviser.se, +46 707 94 90 73) as a certified adviser. The company’s reports are filed under:
www.inission.com/investor-relations
Inission AB: reg.no./org.nr 556747-1890
Lantvärnsgatan 4,
652 21 Karlstad
