Tekla Corporation Stock Exchange Release May
16, 2011 at 5:00 p.m.
Not to be distributed in or into Australia, the Hong Kong special administrative
region of the People's Republic of China, Canada, Japan, New Zealand, South
Africa or the United States
PUBLIC TENDER OFFER OF TRIMBLE FINLAND OY FOR ALL THE SHARES OF TEKLA
CORPORATION WILL COMMENCE ON 19 MAY 2011
Trimble Navigation Limited ("Trimble") announced on 9 May 2011 a public tender
offer, to be made by its subsidiary Trimble Finland Oy ("The Offeror" or
"Trimble Finland"), for all issued and outstanding shares in Tekla Corporation
("Tekla" or "The Company") which are not owned by Tekla or its subsidiaries.
Represented by its conflict-free members, the board of directors of Tekla
unanimously recommends that the shareholders of Tekla accept the Tender Offer.
The board recommendation is annexed to this release.
The Finnish Financial Supervisory Authority has today accepted the Tender Offer
Document. The offer period for the Tender Offer will commence on 19 May 2011, at
9.00 a.m. Finnish time and expire on 17 June 2011, at 8.00 p.m. Finnish time
unless the offer period is, according to this tender offer document, extended.
The price offered for each share validly tendered in the Tender Offer is EUR
15.00 in cash. The Share Offer Price represents (i) a premium of ca. 52 percent
to the closing price of EUR 9.90 of the Shares on NASDAQ OMX Helsinki on the
last trading day preceding the announcement of the Tender Offer, (ii) a premium
of ca. 59 percent to the volume-weighted average trading price of EUR 9.44 of
the Shares on NASDAQ OMX Helsinki during the three (3) month period preceding
the announcement of the Tender Offer (adjusted with distributed assets), and
(iii) a premium of ca. 82 percent to the volume-weighted average trading price
of EUR 8.23 of the Shares on NASDAQ OMX Helsinki during the twelve (12) month
period preceding the announcement of the Tender Offer (adjusted with distributed
assets). In the event that the Company resolves to distribute dividend or other
assets pursuant to chapter 13, section 1 of the Finnish Companies Act before the
Completion Date, and a shareholder who has accepted the Tender Offer is entitled
to such distribution of dividend or other assets, the dividend paid or other
assets distributed will be deducted from the Share Offer Price provided that the
transaction relating to the Tender Offer has not been settled before the record
date of the distribution of dividend or other assets. The board of directors of
Tekla may, pursuant to the authorization granted by the annual general meeting
held on 6 April 2011, resolve to distribute additional dividends or other funds
to its shareholders in the maximum amount of EUR 18 million before the
completion of the tender offer. If this occurs prior to the completion of the
tender offer, it would result in an equal reduction in the above stated per
share offer price.
Gerako Oy, holding approximately 38 percent of the shares and votes in Tekla,
has given an irrevocable and unconditional undertaking to accept the tender
offer. In addition, shareholders representing in the aggregate approximately
23.4 percent of the Company's shares and votes have confirmed their support for
the tender offer and undertaken to tender their shares in the offer unless a
higher offer is available.
The Finnish version of the Tender Offer Document will be available as of 19 May
2011 at the NASDAQ OMX Helsinki OMX Way service counter at the address
Fabianinkatu 14, FI-00130 Helsinki, Finland, at the branches of Nordea Bank
Finland Plc, and on the internet at www.nordea.fi/sijoita. The English
translation of this Tender Offer Document will be available on the internet at
www.nordea.fi/investments. Those shareholders of Tekla, whose shares have been
nominee registered, may request the Tender Offer Document from the relevant
custodian.
Account operators will send a notice regarding the Tender Offer and related
instructions and an acceptance form to shareholders of the Company registered in
the shareholders' register maintained by Euroclear Finland Ltd ("Euroclear") on
the commencement date of the Offer Period who are their customers outside
Australia, the Hong Kong special administrative region of the People's Republic
of China, Canada, Japan, New Zealand, South Africa or the United States, if so
agreed between the account operator or asset manager and the shareholder or
otherwise. The Company's shareholders should primarily contact their own book-
entry account operator or asset manager regarding the tender instructions and
acceptance form.
Should shareholders of the Company not receive instructions or an acceptance
form from their account operator, the shareholders of the Company may accept the
Tender Offer in any branch office of Nordea.
The obligation of Trimble Finland to complete the Offer and purchase the
Outstanding Shares, which have been validly tendered and not withdrawn, shall be
subject to the satisfaction or, to the extent permitted by applicable law,
waiver by Offeror of each of the following conditions to completion.
The Offeror reserves the right to acquire or sell shares during the Offer Period
and the Extended Offer Period also in public trading on NASDAQ OMX Helsinki or
otherwise.
The preliminary result of the Tender Offer will be notified by a stock exchange
release on or about the first (1st) banking day following the expiration of the
Offer Period (including any Extended and discontinued Extended Offer Period). In
connection with the notification of the preliminary result, it will be notified
whether the Tender Offer will be completed or whether the Offer Period will be
continued with an Extended Offer Period. The final result of the Tender Offer
will be notified on or about the third (3rd) banking day following the
expiration of the Offer Period (including any Extended and discontinued Extended
Offer Period). In the notification of the final result, the percentage of those
Shares in respect of which the Tender Offer has been accepted and not validly
withdrawn will be confirmed and confirmation will be given on whether the Tender
Offer will be completed.
The detailed terms and conditions of the Tender Offer are enclosed to this
release as Appendix 1. The complete board recommendation is enclosed to this
release as Appendix 2.
Lazard AB acts as the financial adviser to Trimble and Hannes Snellman Attorneys
Ltd acts as the legal adviser to Trimble in Finland and Weil, Gotshal & Manges
LLP in the United States. Nordea Bank Finland Plc acts as the arranger of the
Tender Offer. Borenius & Kemppinen Attorneys Ltd acts as the legal adviser to
Tekla.
Trimble Navigation Limited Tekla
Corporation
Trimble Finland Oy
Additional information: Tekla Corporation, Timo Keinänen, CFO; phone
+358 400 813 027; firstname.lastname@tekla.com
Distribution: NASDAQ OMX Helsinki Ltd, main media
Appendix 1 The terms and conditions of the Tender Offer
Appendix 2 The recommendation of the Tekla Board of Directors
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Appendix 1: THE TERMS AND CONDITIONS OF THE TENDER OFFER
1. TERMS AND CONDITIONS OF THE TENDER OFFER
Below are set forth the terms and conditions of the Tender Offer. The
capitalised terms in the terms and conditions which are not defined in this
release are defined in the Tender Offer document.
1.1 Target of the Tender Offer
The Offeror offers to purchase all of the issued and outstanding shares in Tekla
Oyj (the "Company" or Tekla) which are not owned by Tekla or its subsidiaries
(the "Shares").
1.2 Share Offer Price
The price offered for each Share validly tendered in the Tender Offer is EUR
15.00 in cash (the "Share Offer Price").
The Share Offer Price has been determined based on 22,489,600 Shares (all issued
shares other than shares which are owned by the Company or its subsidiaries). In
the event that Company issues new shares, or special rights entitling to shares
in accordance with Chapter 10 of the Finnish Companies Act, prior to the
Completion Date (as defined under "Conditions to Completion of the Tender Offer"
below), the Offeror shall have the right, in its discretion, to adjust the Share
Offer Price accordingly. The Offeror may also withdraw the Tender Offer if such
issue leads in the termination of the Combination Agreement in accordance with
the terms and conditions of the Combination Agreement (see "Summary of the
Combination Agreement - Termination" and "-Conditions to Completion of the
Tender Offer").
The Board of Directors of the Company may, pursuant to the authorization granted
by the Annual General Meeting held on 6 April 2011, resolve to distribute
additional dividends or other funds to its shareholders in the maximum amount of
EUR 18,000,000. In the event that the Company resolves to distribute dividend or
other assets pursuant to chapter 13, section 1 of the Finnish Companies Act
before the Completion Date, and a shareholder who has accepted the Tender Offer
is entitled to such distribution of dividend or other assets, the dividend paid
or other assets distributed will be deducted from the Share Offer Price provided
that the transaction relating to the Tender Offer has not been settled before
the record date of the distribution of dividend or other assets. This applies
also if a decision other than mentioned above is made in accordance with Chapter
13, Section 1 of the Finnish Companies Act to distribute dividends or capital or
assets and the Offeror decides to waive the fulfilment of the condition set out
in subsection (d) of section "-Conditions to Completion of the Tender Offer".
1.3 Tender Offer Period
The offer period for the Tender Offer will commence on 19 May 2011, at 9.00 a.m.
Finnish time and expire on 17 June 2011, at 8.00 p.m. Finnish time (the "Offer
Period"). The time frame for delivering the acceptance of the Tender Offer shall
however always be within the office hours of the account operators, since the
account operator of the shareholder has to receive the acceptance before the
expiration of the Offer Period or the Extended Offer Period, if applicable (see
"-Acceptance Procedure for the Tender Offer").
The Offeror may extend the Offer Period at any time (such extended Offer Period
referred to as the "Extended Offer Period"). The Offeror will announce a
possible extension of the Offer Period in a stock exchange release on the first
banking day following the expiration of the Offer Period, at the latest.
Furthermore, the Offeror will announce any possible further extension of an
Extended Offer Period on the first banking day following the expiration of an
Extended Offer Period, at the latest.
The duration of the Offer Period together with the Extended Offer Period, if
applicable, in its entirety may be three (3) weeks at the minimum, and ten (10)
weeks at the maximum. If, however, the conditions to the completion of the
Tender Offer have not been fulfilled due to a particular obstacle such as
pending merger control proceedings, (as provided in Standard 5.2c of the Finnish
Financial Supervisory Authority "Tender Offers and Offer Obligation"), the
Offeror may extend the duration of the Offer Period and the Extended Offer
Period beyond ten (10) weeks until such obstacle has been removed and the
Offeror has had reasonable time to consider the situation in question. In this
case, the Offeror shall announce a new expiration date no less than (2) weeks
prior to the date of expiration of any Extended Offer Period.
The Offeror may discontinue any Extended Offer Period, provided that each and
any Conditions for Completion of the Tender Offer have either been satisfied or
waived by the Offeror, and the Offeror will complete the Offer. The Offeror will
announce its decision on the discontinuation of any Extended Offer Period
including the date on which the Extended Offer Period expires, as soon as
possible after such decision has been taken and, in any case, no less than one
(1) week prior to the expiration of the Extended Offer Period to be
discontinued.
1.4 Conditions to Completion of the Tender Offer
The obligation of Offeror to complete the Offer and purchase the Outstanding
Shares, which have been validly tendered and not withdrawn, shall be subject to
the satisfaction or, to the extent permitted by applicable law, waiver by
Offeror of each of the following conditions (each a "Condition to Completion"
and together the "Conditions to Completion):
(a) the valid tender of Outstanding Shares representing
(together with any Outstanding Shares that may be held by the Offeror) more than
90 percent of the issued and outstanding shares and votes of the Company on a
fully diluted basis;
(b) the receipt of necessary regulatory permits and consents,
including competition clearances, and that any conditions set in such permits,
consents or clearances, including, but not limited to, any requirements for the
disposal of any assets of the Offeror or the Company or any reorganization of
the business of the Offeror or the Company, are acceptable to the Offeror in
that they are not materially adverse to the Offeror or the Company or to the
consummation of the Tender Offer contemplated hereunder;
(c) no event, circumstance or change having occurred after the
Announcement that would result in or constitute, or can reasonably expected to
result in a Material Adverse Change (as defined below);
(d) no decision to distribute dividends or other funds to its
shareholders has been taken by the Company after the Announcement (other than a
distribution of up to EUR 18,000,000 in the aggregate based on the authorization
of the Company's annual general meeting held on 6 April 2011);
(e) no order or regulatory action by a court or regulatory
authority of competent jurisdiction preventing, postponing or materially
challenging the completion of the Offer or the exercise of the rights of
ownership of Outstanding Shares by the Offeror has been issued;
(f) the Offeror shall not have received information previously
undisclosed to the Offeror that has resulted in or constituted, or would have
high probability of resulting in or constituting a Material Adverse Change;
(g) the external financing committed to the Offeror for
purchasing the Shares pursuant to the Offer is still available to the Offeror in
accordance with the terms thereof;
(h) the Combination Agreement has not been terminated and it is
still in force;
(i) the Recommendation of the Board of Directors of the
Company is in force and has not been amended; and
(j) no Competing Offer has been made for the outstanding
Shares of the Company.
"Material Adverse Change" means Company or any of its subsidiaries becoming
insolvent, subject to administration, bankruptcy or any other equivalent
proceedings or if any legal proceedings or corporate action is taken by or
against any of them in respect of any such proceedings or any material adverse
change in, or material adverse effect to, the business, assets, financial
condition or results of operations of Company and its subsidiaries, taken as
whole, but not material changes in the general financial and economic conditions
affecting the financial marketplace in general.
"Competing Offer" means that an announcement regarding another public tender
offer for the Company has been made by a third party.
The Offeror reserves the right to withdraw the Tender Offer in the event that
any of the Conditions to Completion is not fulfilled or will not be fulfilled.
The Offeror may, to the extent permitted by law, waive any of the Conditions to
Completion that are not fulfilled. If all Conditions to Completion have been
fulfilled by the end of the Offer Period or the end or discontinuation of an
Extended Offer Period, or if the Offeror has waived the requirement for the
fulfilment of any and all unfulfilled Conditions to Completion, the Offeror will
consummate the Tender Offer in accordance with its terms and conditions after
the expiry of the Offer Period by purchasing Outstanding Shares by paying the
Share Offer Price to the shareholders of the Company that have validly accepted
(and not validly withdrawn such acceptance) the Offer.
1.5 Obligation to Increase the Tender Offer Consideration or to
Pay Compensation
The Offeror reserves the right to acquire or sell Shares during the Offer Period
and the Extended Offer Period also in public trading on NASDAQ OMX Helsinki or
otherwise.
Should the Offeror or another party related to the Offeror in the meaning of
Chapter 6, Section 10, Subsection 2 of the Finnish Securities Markets Act
acquire Shares during the Offer Period or the Extended Offer Period at a price
higher than the Share Offer Price, or otherwise on terms more favourable than
those of the Tender Offer, the Offeror shall, in accordance with Chapter 6,
Section 13 of the Finnish Securities Markets Act, amend the terms and conditions
of the Tender Offer to correspond to the terms and conditions of such
acquisition (obligation to increase the offer). In such case, the Offeror shall,
without delay, make public the triggering of such obligation to increase the
offer and shall, in connection with the payment of the Share Offer Price, pay
the difference between the consideration paid in such acquisition on more
favourable terms and the Share Offer Price to those shareholders that have
accepted the Tender Offer in connection with the completion of the Tender Offer.
Should the Offeror or another party related to the Offeror in the meaning of
Chapter 6, Section 10, Subsection 2 of the Finnish Securities Markets Act
acquire Shares within nine (9) months after the expiration of the Offer Period
or the Extended Offer Period on a price higher than the Share Offer Price, or
otherwise on terms more favourable than those of the Tender Offer, the Offeror
shall, in accordance with Chapter 6, Section 13 of the Finnish Securities
Markets Act, compensate the difference between such acquisition on more
favourable terms and the Share Offer Price within one (1) month of the date when
the compensation obligation arose, for those shareholders that accepted the
Tender Offer (obligation to compensate).
According to Chapter 6, Section 13, Subsection 5 of the Finnish Securities
Markets Act, the obligation to compensate shall, however, not be triggered in
case the payment of a price higher than the Share 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 Markets Act has not offered to acquire Shares before or during the
arbitral proceedings on terms that are more favourable than those of the Tender
Offer.
1.6 Acceptance Procedure for the Tender Offer
Nordea Bank Finland Plc ("Nordea") acts as the arranger of the tender offer and
is responsible for the sale and purchase of the Shares validly tendered and not
properly withdrawn in connection with the Tender Offer and takes care of the
technical arrangements related to thereto.
Account operators will send a notice regarding the Tender Offer and related
instructions and an acceptance form to shareholders of the Company registered in
the shareholders' register maintained by Euroclear Finland Ltd ("Euroclear") on
the commencement date of the Offer Period who are their customers outside
Australia, the Hong Kong special administrative region of the People's Republic
of China, Canada, Japan, New Zealand, South Africa or the United States, if so
agreed between the account operator or asset manager and the shareholder or
otherwise. The Company's shareholders should primarily contact their own book-
entry account operator or asset manager regarding the tender instructions and
acceptance form.
Should shareholders of the Company not receive instructions or an acceptance
form from their account operator, the shareholders of the Company may accept the
Tender Offer in any branch office of Nordea.
The Tender Offer may be accepted by each shareholder registered during the Offer
Period or the Extended Offer Period in the shareholders' register of the Company
(maintained by Euroclear), with the exception of the Company and its
subsidiaries. Acceptance of the Tender Offer must be given separately for each
book-entry account. Shareholders may approve the Tender Offer only in accordance
with its terms and conditions for all Shares held in the said book-entry account
at the time of the execution of the Tender Offer. Acceptances provided during
the Offer Period are valid also until the expiration of an Extended Offer Period
or discontinued Extended Offer Period, if any. If a shareholder of the Company
during the Offer Period acquires additional Shares to be registered on a
separate book-entry account subsequent to already delivering the acceptance of
the Tender Offer, the shareholder shall provide a separate acceptance, as set
out in this section, with respect to such Shares. Shareholders in the Company
that acquire their shares only after the commencement of the Offer Period shall
accept the Offer in accordance with their account operator's instructions.
Those shareholders of the Shares that are nominee-registered and who wish to
accept the Tender Offer, must provide their acceptance in accordance with the
instructions given by the custodian. The Offeror will not send an acceptance
form or any other documents related to the Tender Offer to these shareholders of
the Company.
With respect to pledged Shares, acceptance of the Tender Offer requires the
consent of the pledgee. Acquiring this consent is the responsibility of the
relevant shareholders of the Company. The pledgee's consent must be delivered to
the account operator in writing.
Those shareholders of the Company that accept the Tender Offer must provide
their acceptance to the account operator that manages their book-entry account
according to the instructions and during the time period given by the account
operator or, if the account operator in question will not receive the acceptance
(such as Euroclear), shareholders of the Company may accept the Tender Offer in
a branch office of Nordea.
Any acceptance must be delivered so that it will be received within the Offer
Period (including any Extended Offer Period or discontinued Extended Offer
Period) taking into account, however, the instructions given by the relevant
account operator. The account operator may request the receipt of acceptances
prior to the expiration of the Offer Period or the Extended Offer Period.
Delivery of the acceptance forms and other required documents is at the risk of
the Company shareholder, and the documents will be deemed returned only when
they have been received by the applicable book-entry account operator or Nordea.
Sufficient time should be allowed for delivery of the documents, and the
instructions given by the respective book-entry account operator or asset
manager of the Company shareholder should be followed. The Offeror reserves the
right to reject any improperly or partially completed acceptance forms or any
acceptance form received in an envelope postmarked in, or which otherwise
appears to the Offeror to have been sent from Australia, the Hong Kong Special
Administrative Region of the People's Republic of China, Japan, New Zealand,
South Africa, Canada or the United States.
The acceptance form shall be delivered by 8.00 p.m. Finnish time on the last day
of the Offer Period, however in any case within the limits of the closing times
of account operators. The book-entry account operators or asset managers may
require a Company shareholder to submit the acceptance form by an earlier time
and date.
Each shareholder of the Company who has validly accepted the Tender Offer in
accordance with the terms and conditions of the Tender Offer may not sell or
otherwise control his or her Shares, unless otherwise provided by mandatory
legislation. By accepting the Tender Offer, the shareholders of the Company
authorize Nordea or their account operator to enter into their book-entry
account transfer or sales restrictions in the manner described under "-
Restriction to the Disposal of the Tendered Shares" below after the shareholder
has delivered an acceptance with respect to the Shares.
Furthermore, those holders of Shares that accept the Tender Offer authorize
Nordea or their account operator to perform any other necessary entries and
undertake any other measures needed for the technical execution of the Tender
Offer, and to sell all Shares held by the shareholder of the Company at the time
of the execution of the share transactions, as applicable, to the Offeror in
accordance with the terms and conditions of the Tender Offer. In connection with
the execution of transactions or settlement of the Tender Offer, the transfer or
sales restriction is removed and the cash consideration is paid to shareholders
of the Company.
Any acceptance of the Tender Offer expires if the Offeror announces through a
stock exchange release that the Tender Offer has been withdrawn. If the Tender
Offer is withdrawn, the transfer or sales restriction in respect of the Shares
will be removed from the book-entry accounts of Company shareholders having
accepted the Tender Offer on or about the third (3rd) banking day following the
announcement of the withdrawal of the Tender Offer by the Offeror.
1.7 Right of Withdrawal of Acceptance
An acceptance of the Tender Offer may be withdrawn by a shareholder of the
Company any time before the expiration of the Tender Offer Period (including any
Extended Offer Period or discontinued Extended Offer Period).
A valid withdrawal of the Tender Offer requires that a withdrawal notification
in writing is delivered to the account operator to whom the original Tender
Offer acceptance notification was delivered. If the acceptance has been
delivered to a branch office of Nordea, the withdrawal notification must also be
delivered to a branch office of Nordea. For nominee-registered securities,
shareholders of the Company must request the relevant custodian to execute a
withdrawal notification.
If a shareholder of the Company validly withdraws an acceptance of the Tender
Offer, the transfer and sales restriction registered on the book-entry account
regarding the relevant Shares will be removed as soon as possible and at the
latest within three (3) banking days after a notice regarding the withdrawal of
an acceptance of the Tender Offer has been received in accordance with the terms
and conditions of the Tender Offer.
A shareholder of the Company who has validly withdrawn his or her acceptance of
the Tender Offer may accept the Tender Offer again during the Offer Period
(including any Extended Offer Period or discontinued Extended Offer Period) by
following the procedure set out under "-Acceptance Procedure for the Tender
Offer" above.
A shareholder of the Company, who withdraws his or her acceptance, is obligated
to pay any fees that the account operator operating the relevant book-entry
account or the custodian of a nominee-registered holding may collect for the
withdrawal.
1.8 Restriction to the Disposal of the Tendered Shares
When an account operator or Nordea has received an acceptance with respect to
the Shares conforming the terms and conditions of the Tender Offer, the account
holder or Nordea will enter a transfer or sales restriction on the right of
disposal in the said book-entry account. In connection with the completion
transaction of the Tender Offer or the clearing thereof, the restriction on the
right of disposal will be revoked and the applicable cash consideration will be
paid to the shareholder of the Company.
If a shareholder of the Company exercises the right to withdraw the acceptance
of the Tender Offer, any transfer or sales restrictions on the right of disposal
with respect to the Shares will be revoked as soon as possible, and in any case
within three (3) banking days of the receipt of a withdrawal notification. In
such case, no compensation will be paid to the shareholders of the Company.
1.9 Announcement of the Tender Offer Result
The preliminary result of the Tender Offer will be notified by a stock exchange
release on or about the first (1st) banking day following the expiration of the
Offer Period (including any Extended Offer Period or discontinued Extended Offer
Period). In connection with the notification of the preliminary result, it will
be notified whether the Tender Offer will be completed or whether the Offer
Period will be continued with an Extended Offer Period. The final result of the
Tender Offer will be notified on or about the third (3rd) banking day following
the expiration of the Offer Period (including any Extended Offer Period or
discontinued Extended Offer Period). In the notification of the final result,
the percentage of those Shares in respect of which the Tender Offer has been
accepted and not validly withdrawn will be confirmed and confirmation will be
given on whether the Tender Offer will be completed.
1.10 Terms of Payment and Settlement
The Tender Offer will be completed with respect to all of those shareholders of
the Company who have validly accepted the Tender Offer and who have not
withdrawn their acceptance, no later than the sixth (6th) banking day following
the expiration of the Offer Period (including any Extended Offer Period or
discontinued Extended Offer Period) (the "Completion Date"), preliminarily on
27 June 2011. If possible, the completion trades of the Shares will be executed
on the Completion Date on NASDAQ OMX Helsinki provided that the rules applied to
trading on the NASDAQ OMX Helsinki allow that. Otherwise, the completion trades
will be made outside the NASDAQ OMX Helsinki. The completion trades will be
settled on or about the third (3rd) banking day following the completion trades
(the "Clearing Day"), preliminarily on 30 June 2011.
The Share Offer Price will be paid on the Clearing Day to each shareholder of
the Company, who has validly accepted the Tender Offer, into the management
account of the shareholder's book-entry account. If the management account of a
shareholder of the Company is with a different financial institution than the
applicable book-entry account, the Share Offer Price will be paid into such bank
account approximately two (2) banking days later in accordance with the schedule
for payment transactions between financial institutions.
1.11 Transfer of Title
Title to the Shares in respect of which the Tender Offer has been validly
accepted, and not validly withdrawn, will pass to the Offeror on the Clearing
Day against payment of the Share Offer Price.
1.12 Transfer Tax and Other Payments
The Offeror will pay any transfer tax that may be charged in Finland in
connection with the sale of Shares pursuant to the Tender Offer (see
"Taxation").
Each shareholder of the Company is liable for payments which, based on an
agreement made with the shareholder, are charged by account operators,
custodians, administrators of nominee-registered Shares or other parties related
to the release of collateral or the revoking of any other restrictions
preventing the sale of Shares. Each shareholder of the Company is liable for
fees that relate to a withdrawal of an acceptance made by the shareholder.
The Offeror is liable for other customary costs caused by the registration of
entries in the book-entry system required by the Tender Offer, the execution of
trades pertaining to Shares pursuant to the Tender Offer and the payment of the
Share Offer Price.
Should a competing tender offer be published by a third party during the Offer
Period or the Extended Offer Period and should a shareholder of the Company
therefore or otherwise withdraw his or her acceptance of the Tender Offer,
certain account operators may charge the shareholder separately for the
registration of the relevant entries regarding the acceptance and withdrawal as
explained above under "-Right of Withdrawal of Acceptance".
1.13 Other Matters
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 Markets
Act. Should the FFSA give an order regarding an extension of the Offer Period,
the Offeror reserves the right to decide upon the withdrawal of the Tender Offer
in accordance with Chapter 6, Section 5 of the Finnish Securities Markets Act.
The Offeror reserves the right to dispose of the Shares acquired before, during
or after the expiration of the Offer Period or the Extended Offer Period as it
deems appropriate.
Should a competing tender offer be published by a third party during the Offer
Period or the Extended Offer Period, the Offeror reserves the right, as
stipulated in Chapter 6, Section 8 of the Finnish Securities Markets Act, to (i)
decide upon an extension of the Offer Period; (ii) decide upon an amendment of
the terms and conditions of the Tender Offer; and (iii) decide, during the Offer
Period or the Extended Offer Period but before the expiration of the competing
offer, to let the Tender Offer lapse.
The Offeror will decide on all other matters related to the Tender Offer.
The Tender Offer is not being made and the Shares will not be accepted for
purchase from or on behalf of any persons, in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities or
other laws or regulations of such jurisdiction or would require any
registration, approval or filing with any regulatory authority not expressly
contemplated by the terms of this Tender Offer Document. In particular, the
tender offer is not being 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 or the Internet) of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, Australia, the Hong Kong special administrative region of the
People's Republic of China, Canada, Japan, New Zealand, South Africa or the
United States. The Tender Offer cannot be accepted by any such use, means or
instrumentality or from within Australia, the Hong Kong special administrative
region of the People's Republic of China, Canada, Japan, New Zealand, South
Africa or the United States.
Shares owned by persons to which the Tender Offer is not made may nevertheless
be redeemed in accordance with the redemption procedure regarding minority
shares under Chapter 18, Section 1 of the Finnish Companies Act, provided that
the Tender Offer is completed and that the Offeror acquires more than nine-
tenths (9/10) of the shares in Company and the votes attached thereto.
Governing Law
This Tender Offer Document and the Tender Offer shall be governed by the laws of
Finland and any disputes pertaining thereto shall be settled exclusively in a
Finnish court of law.
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Appendix 2: STATEMENT BY THE BOARD OF DIRECTORS OF TEKLA CORPORATION WITH REGARD
TO THE PUBLIC TENDER OFFER BY TRIMBLE NAVIGATION LIMITED
1. Background
Trimble Navigation Limited, ("Trimble") and Tekla Corporation ("Tekla") have on
8 May 2011 entered into a Combination Agreement, according to which Trimble, or
a Finnish subsidiary wholly owned by Trimble will make a public tender offer
(the "Offer") regarding all the outstanding shares of Tekla Corporation (the
"Shares") in accordance with Chapter 6 Section 1 of the Finnish Securities
Market Act (the "SMA"). Trimble has transferred the right to execute the Offer
to its wholly owned subsidiary Trimble Finland Oy (the "Offeror").
The Offeror will on or about 19 May 2011 publish a tender offer document (the
"Tender Offer Document"), in which the Offeror sets forth inter alia (i) the
background and objectives of the Offer, (ii) information on the pricing of the
Offer, and (iii) the terms of the Offer. The Board of Directors of Tekla (the
"Board") has on this date given this statement (the "Statement") regarding the
Offer in accordance with the SMA Chapter 6 Section 6, the Financial Supervisory
Authority's Standard 5.2c and the Helsinki Takeover Code. This Statement
considers the Offer from the shareholders' point of view as well as the
Offeror's strategic plans and their probable effect on Tekla's operations and
employees.
2. Preparation
As Tekla has mentioned in the stock exchange release dated 9 May 2011, the Board
has operated solely through its members that are conflict free and free of
commitments.
In order to evaluate the Offer the Board has commissioned the investment bank
Carnegie Investment Bank AB, Finland Branch ("Carnegie") to give an impartial
fairness opinion statement regarding the consideration of the Shares (the
"Consideration"). The complete fairness opinion is attached to this Statement as
Appendix 1.
3. Evaluation of the Offer from Tekla's and its shareholders' point of view
In the Tender Offer, the Offeror offers as Consideration EUR 15.00 per Share
deducted by the possible additional dividend and/or capital distribution the
General Shareholders Meeting authorised the Board of Directors to distribute.
The Consideration equals approximately a 52 percent premium to the closing price
of the Share EUR 9.90 at the NASDAQ OMX Helsinki Stock Exchange (the "Helsinki
Stock Exchange") on 6 May 2011, which was the last day of trading prior to the
announcement the Offer, and equals approximately a 59 percent premium to the
volume-weighted average trading price of EUR 9.44 of the Shares on the Helsinki
Stock Exchange during the three (3) month period preceding the announcement the
Offer, adjusted for Tekla's recent dividend distribution of EUR 0.60 per Share.
The Board states that the fairness opinion given by Carnegie supports the
Consideration. Based on the fairness opinion and the investigations and
evaluations made by the Board in context with and prior to the Offer, the Board
regards the Consideration as fair and recommends to the shareholders of Tekla to
accept the Consideration offered.
4. Evaluation of the strategic plans set forth by the Offeror in the Tender
Offer Document and their probable impacts on the operations and employment of
Tekla
According to the Tender Offer Document "the Tender Offer will not have any
immediate impact on the business operations or assets of Tekla. The businesses
of Trimble and Tekla will be combined upon the consummation of the Tender Offer
based upon a detailed integration plan to be developed jointly by the management
of Trimble and Tekla.
It is the current intention of the Offeror that the current management and other
employees of Tekla will continue in their current roles for the time being
following the completion of the Tender Offer. The current management and other
employees of Tekla will serve vital roles in the new combined organization and
it is Trimble's current intent to make a focused and concerted effort to retain
the current management and other employees of Tekla following the combination of
Tekla and Trimble.
Trimble believes that combining Tekla's operations and products with certain of
Trimble's existing products will create an opportunity for significant
additional revenue synergies across a number of areas in which both companies
currently provide complementary products and services.
After consummation of the Tender Offer and successful delisting of the Shares
from NASDAQ OMX Helsinki, Trimble has the intention of developing Tekla's
business through organic growth within the industries in which Tekla currently
operates, as well as:
· Leveraging Trimble's significant global customer base,
especially in the United States, China, India and the Middle East, to
geographically expand the scope of Tekla's products and services;
· Supplementing current Trimble product offerings in the
construction market with Tekla proprietary intellectual property;
· Accelerating the adoption of Tekla's Tekla Solutions
software through a focus on the integration of such products into Trimble's
current offerings and sales through Trimble channels;
· Significantly enhancing Trimble's presence in Finland, as
well as the broader Nordic market, by utilizing integration of the companies'
products and Tekla's expansive customer base; and
· Strengthening Tekla and Trimble's current market position
and total product offerings by exposing one company's existing customer base to
complementary products and services of the other company.
Trimble does not currently foresee that its strategic plans for Tekla will have
any adverse effect on Tekla's employees or business locations."
Taking into consideration the statements made by Trimble and the Offeror, the
Board assesses that Tekla and its customers probably will benefit from Tekla
becoming a part of the Trimble organisation. With reference to the evaluations
and the facts presented above, the Board regards the Tender Offer and the
Consideration as fair and recommends to the shareholders to accept the Offer.
Notwithstanding the above, the Board states that this Statement shall not
constitute investment advice to the shareholders, nor can the Board be required
to specifically evaluate the general price development or the risks relating to
investments in general. Acceptance or refusal of the bid is always a matter to
be decided by the shareholders themselves, in which the starting-point should be
the information presented by the Offeror in the Tender Offer Document.
In Helsinki, 16 May 2011
TEKLA CORPORATION
THE BOARD OF DIRECTORS
Appendix 1
Helsinki, 8 May 2011
The Board of Directors
Tekla Corporation
Metsänpojankuja 1
FI-02130 Espoo
The Board of Tekla Corporation (the "Target" or "Tekla", and together with its
subsidiaries "Tekla Group") has requested Carnegie Investment Bank AB, Finland
branch ("Carnegie") to provide an opinion as to the fairness, from a financial
point of view, of the terms of the offer, as defined below.
Trimble Navigation Limited ("Trimble") acting through its fully-controlled
subsidiary Trimble Finland Oy (the "Offeror") has an intention to announce a
public offer to the shareholders of Tekla to acquire all outstanding shares of
Tekla (the "Offer"). Pursuant to the Offer the shareholders of Tekla will be
offered EUR 15.00 for each share in Tekla. The offer price is subject to
adjustment should Tekla distribute any funds to its shareholders prior to the
settlement of the Offer. The settlement of the Offer is intended to take place
on or about 1 July 2011.
The Offer is conditional on the following (definitions as in the draft offer
document): (a) the valid tender of Outstanding Shares representing (together
with any Outstanding Shares that may be held by the Offeror) more than 90
percent of the issued and outstanding shares and votes of the Company on a fully
diluted basis; (b) the receipt of necessary regulatory, permits and consents,
including competition clearances, and that any conditions set in such permits,
consents or clearances, including, but not limited to, any requirements for the
disposal of any assets of the Offeror or the Company or any reorganization of
the business of the Offeror or the Company, are acceptable to the Offeror in
that they are not materially adverse to the Offeror or the Company or to the
consummation of the Tender Offer contemplated hereunder; (c) no event,
circumstance or change having occurred after the Launch Date that would result
in or constitute, or can reasonably expected to result in a Material Adverse
Change (as defined below); (d) no decision to distribute dividends or other
funds to its shareholders has been taken by the Company after the Launch Date
(other than a distribution of up to EUR 18,000,000.00 in the aggregate based on
the authorization of the Company's annual general meeting held on 6 April
2011); (e) no order or regulatory action by a court or regulatory authority of
competent jurisdiction preventing, postponing or materially challenging the
completion of the Offer or the exercise of the rights of ownership of
Outstanding Shares by the Offeror has been issued; (f) the Offeror shall not
have received information previously undisclosed to the Offeror that has
resulted in or constituted, or would have high probability of resulting in or
constituting a Material Adverse Change; (g) the external financing committed to
the Offeror for purchasing the Shares pursuant to the Offer is still available
to the Offeror in accordance with the terms thereof; (h) the Combination
Agreement has not been terminated and it is still in force; (i) the
Recommendation of the Board of Directors of the Company is in force and has not
been amended; and (j) no Competing Offer has been made for the outstanding
Shares of the Company.
Carnegie has as a basis for this opinion, regarding the financial terms,
reviewed and considered inter alia the following:
(i) Draft offer document dated 7 May 2011 and draft press release dated 6 May
2011 containing the terms and conditions of the Offer;
(ii) The annual reports of Tekla for the financial years 2008-2010;
(iii) The management projections of Tekla Group and its business areas for the
years 2011-2013;
(iv) Held discussions with senior management of Tekla Group concerning the past
and present activities, financial position, investment requirements and future
prospects of Tekla Group;
(v) Official information concerning share prices and turnover in the Tekla
share;
(vi) Official information from NASDAQ OMX Helsinki concerning public offers for
certain other companies previously listed on the NASDAQ OMX Helsinki;
(vii) Certain other information from external sources, regarding listed
companies comparable with Tekla as well as information regarding terms and
conditions of the acquisitions of companies comparable with Tekla;
(viii) Further circumstances concerning the past and present activities of the
Tekla Group as well as such other circumstances which Carnegie has deemed
necessary or appropriate to take into account as basis for this opinion.
Carnegie has assumed and relied upon, without independent verifications, the
accuracy and completeness of the information, which was publicly available or
furnished to us by Tekla, or otherwise reviewed, by Carnegie for the purposes of
this opinion. Carnegie's opinion is based on financial, regulatory, market and
other conditions as in effect on, and the information made available to us as of
the date hereof. The circumstances on which this opinion is based may be
affected by subsequent events.
Carnegie has relied on information presented or forwarded to us by senior
management of Tekla regarding assessments of Tekla Group's ability to reach its
financial and operational goals (and the assumptions on which these are made)
which have been made by senior management of Tekla.
Based upon and subject to the foregoing, it is our opinion, as of the date
hereof, that the Offer is fair, from a financial point of view, for Tekla's
shareholders. Carnegie does not hereby express any opinion or any recommendation
as to whether or not to accept the Offer.
Carnegie is engaged in securities sales and trading as defined and regulated by
applicable Finnish law. This includes e.g. sales and trading in securities and
other financial instruments for Carnegie's own benefit or on behalf of other
parties and Carnegie may, in the normal course of its securities sales and
trading operations, trade or take positions in securities directly or indirectly
affected by the Offer.
This opinion is addressed to the Board of Directors of Tekla and is solely
intended as a basis for the Board's decision in respect of the Offer and the
opinion may not, without prior consent from Carnegie, be invoked or used for any
other purpose and, pursuant to such consent, only be used or invoked in its
entirety. This opinion is governed by Finnish law and any dispute relating
thereto shall be settled exclusively by Finnish courts.
Sincerely,
CARNEGIE INVESTMENT BANK AB, FINLAND BRANCH
[HUG#1516269]
Public tender offer of Trimble Finland Oy for all the shares of Tekla Corporation will commence on 19 May 2011
| Source: Tekla