Silmäasema Oyj: Coronaria Oy to Commence Redemption Proceedings in Respect of the Remaining Silmäasema Oyj Minority Shares
Silmäasema Oyj
Stock Exchange Release
22 November at 10:00 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 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. FOR FURTHER INFORMATION, SEE SECTION “IMPORTANT INFORMATION” BELOW.
Coronaria Oy (“Coronaria” or the “Offeror”) has on November 18, 2019 announced that its ownership has exceeded 90 percent of the issued and outstanding shares of Silmäasema Oyj (“Silmäasema”). The Offeror has informed Silmäasema that the Offeror has the redemption right and obligation under Chapter 18, Section 1 the Finnish Companies Act to redeem the shares held by other Silmäasema shareholders at fair value.
The Offeror has decided to exercise its redemption right pursuant to the Finnish Companies Act and to redeem all shares held by any other remaining shareholders in Silmäasema (the “Shares” and each of them separately, a “Share”). To implement the redemption of the Shares, the Offeror will initiate arbitration proceedings as soon as possible as provided in the Finnish Companies Act. In such redemption proceedings, the Offeror will demand that the redemption price for the shares is set to EUR 6.00 per Share which is the same price as the consideration paid by the Offeror in the tender offer.
The Offeror will also in due course initiate measures to delist the Silmäasema shares from Nasdaq Helsinki. The Offeror has reserved the right to acquire shares in Silmäasema in public trading on Nasdaq Helsinki or otherwise at a price not exceeding the offer price paid by the Offeror in the tender offer.
Silmäasema’s operations will continue as normal and the transaction has no impact on our customers.
SILMÄASEMA OYJ
For further information, please contact:
CEO Jussi Salminen, tel. +358 40 834 5818
CFO Sari Nordblad, tel. +358 50 552 7247
Niina Streng, Head of Communications and Investor Relations, tel. +358 50 322 5195
Silmäasema is a Finnish company, which offers all products and services for optical retail and eye healthcare nationwide. Silmäasema is the largest private eye clinic provider offering eye surgeries and the second largest optical retail chain in Finland. The Silmäasema chain has nearly 150 stores and 13 eye clinics in Finland as well as eight stores in Estonia. The Silmäasema chain employs over 1,000 eye healthcare professionals. The Silmäasema Group’s net sales were EUR 122.9 million in 2018 and adjusted EBITDA was EUR 11.8 million.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, 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.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN OR INTO, THE UNITED STATES CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.