Tekla Corporation Stock Exchange Release May
9, 2011 at 9:00 a.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
TRIMBLE NAVIGATION OFFERS TO ACQUIRE ALL SHARES IN BUILDING INFORMATION MODELING
("BIM") LEADER TEKLA CORPORATION
SUNNYVALE, Calif., May 9, 2011 - Trimble Navigation Limited ("Trimble") today
announced a public tender offer, to be made by its subsidiary Trimble Finland
Oy, for all issued and outstanding shares in Tekla Corporation ("Tekla") for EUR
15.00 per share in cash representing an aggregate equity purchase price of
approximately EUR 337 million (or approximately $489 million). The consideration
represents a premium of 52 per cent to the closing price of Tekla shares on
NASDAQ OMX Helsinki Ltd on 6 May 2011, the last trading day before this
announcement and a premium of 59 per cent to the 3 month average volume weighted
adjusted share price, adjusted for Tekla's recent dividend distribution of EUR
0.60 per share. 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, or up to EUR 0.80 per share, 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 of up to EUR 0.80 per share.
Tekla is a leading provider of Building Information Modeling ("BIM") software,
with more than 5,000 customers worldwide in the construction industry. Tekla
also offers model driven solutions for customers in the infrastructure and
energy industries (in particular energy distribution, public administration and
civil engineering and utilities). Headquartered in Espoo, Finland, with a U.S.
office in Atlanta, Georgia, Tekla has approximately 500 employees and operations
in 15 countries worldwide.
Tekla today announced first quarter 2011 revenue of EUR 15.79 million, with
operating result margin of 19 per cent and earnings per share of 0.09 euros. In
fiscal 2010, Tekla reported revenues of approximately EUR 58 million, including
approximately EUR 52 million in software license and support revenues. This
represented revenue growth of 16 per cent as compared to fiscal 2009. Operating
profit for fiscal 2010 before depreciation and amortization was EUR 12 million,
representing an operating margin of 20 per cent.
"Trimble's offer is attractive to Tekla's shareholders and reflects Tekla's
improving business and financial performance while providing an outstanding
opportunity to accelerate Tekla's global growth. Given the strategic reasons
outlined below and our common product vision, significant value to customers is
to be gained if Tekla becomes a part of the Trimble organization. The board of
directors and the management of Tekla are of the opinion that this is a
beneficial development for Tekla's shareholders, customers and employees," said
Olli-Pekka Laine, Tekla's chairman of the board.
Strategic Rationale
The integration of Tekla's BIM software solutions with Trimble's building
construction estimating, project management and BIM-to-field solutions will
enable a compelling set of productivity solutions for contractors around the
world. Additionally, Tekla's infrastructure and energy solutions will complement
Trimble's growing portfolio of utilities and municipalities solutions. Clients
around the world will benefit from dedicated workflows and productivity
solutions that are unmatched in the construction industry today. Additionally,
Trimble's significant global customer base will immediately extend Tekla's
customer reach, while Tekla's global presence in the building and construction
market will bolster Trimble's own customer reach.
"The addition of Tekla will enhance Trimble's current construction software
portfolio by expanding our BIM capabilities," said Steven W. Berglund,
Trimble's president and chief executive officer. "The ability to integrate data
throughout a project lifecycle, while eliminating costs through better accuracy
and interoperability, is key to our customer's success. BIM is becoming a
strategic element in accomplishing this. Tekla and Trimble's combined solutions
will enable us to provide our customers with the broadest and most sophisticated
BIM capability available today," Berglund concluded
BIM is a process being rapidly adopted by the world's construction, engineering,
and architectural communities to produce, communicate and analyze building
models. Trimble's BIM focus is on the deployment of integrated solutions for the
contracting community, with enhanced use further in the construction process
including "BIM to field". Trimble's "BIM to field" vision extends the design
data created in the office down to field level systems for precise delivery of
design and construction elements. The result is a more efficient and accurate
project, enabled through the collaboration of the project's trade groups,
interconnected through the use of office and field tools.
The Tender Offer
Trimble and Tekla have on 8 May 2011 entered into a combination agreement,
according to which Trimble Finland Oy ("Trimble Finland" or the "Offeror"), a
wholly owned subsidiary of Trimble, will make a public tender offer to purchase
all the issued and outstanding shares in Tekla that are not owned by Tekla
itself. Pursuant to the agreement, the offer period for the Tender Offer is
expected to commence on 19 May 2011 and expire on 17 June 2011.
Gerako Oy, holding approximately 38 percent of the shares and 38 percent of the
votes in Tekla, has given an irrevocable and unconditional undertaking to accept
the Tender Offer. Ari Kohonen, the chief executive officer and a board member of
Tekla, is the chairman of the board of Gerako Oy. For the sake of good order,
Trimble has agreed to restrictions on transfer of any shares acquired from
Gerako Oy pursuant to the irrevocable undertaking for a fixed period following
acquisition. In addition, shareholders representing in the aggregate
approximately 23.4 percent of the Company's shares and votes have confirmed
their support for the Offer and undertaken to tender their shares in the Offer
(unless a higher offer is available).
"Gerako Oy has been the largest shareholder of Tekla for more than 20 years.
During that period Tekla has evolved from a company serving predominantly
Finnish customers with some 50 employees to a focused software product company
serving international customers in 100 countries with 500 employees. Gerako is
convinced that as a part of the Trimble organization growth can be accelerated
to a new level, beyond what would be possible as an independent company," said
Ari Kohonen, chairman of the board.
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 of directors of Tekla has obtained a fairness opinion from Carnegie
Investment Bank AB, Finland branch, according to which the Tender Offer is fair
to the shareholders of Tekla from a financial point of view. The board
recommendation and the fairness opinion will be included in full in the tender
offer document expected to be available on or before 19 May 2011.
The intention of Trimble Finland is to acquire all the Shares in Tekla. Should
Trimble Finland obtain more than 90 percent of the Shares and voting rights in
Tekla, it intends to initiate compulsory acquisition proceedings, under the
relevant provisions of the Finnish Companies Act, in order to acquire title to
all the shares in Tekla. Trimble Finland intends to apply for the delisting of
the Shares from NASDAQ OMX Helsinki as soon as the prerequisites for the
delisting exist.
The number of outstanding shares in Tekla on the date of this announcement is
22,586,200 shares of which 96,600 shares are held by the Company.
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 managements of Trimble and Tekla. The Offeror does
not currently foresee that its strategic plans for Tekla will have any adverse
effect on Tekla's employees or business locations.
Transaction Financing
Trimble and Trimble Finland intend to finance the purchase of the Tekla shares
through the use of internally generated cash and a new credit facility of $1.1
billion. The facility has terms and conditions for draw-downs that are typical
in financing of this kind. The terms and conditions are not expected to have any
effect on the completion of the Tender Offer.
Trimble or its subsidiaries, including Trimble Finland, do not hold any shares
or other securities issued by Tekla on the date of this announcement. Based on
its assessment of the respective businesses and scope of operations of Trimble
and Tekla, Trimble and Trimble Finland do not expect any competition or other
regulatory filings to be required for the completion of the Tender Offer.
The completion of the tender offer is subject to, among other things, Trimble
Finland obtaining more than 90 percent of the issued and outstanding shares and
voting rights of Tekla on a fully diluted basis, the receipt of all regulatory
approvals, no material adverse change occurring, and such further conditions as
are more fully described in the principal terms and conditions of the Tender
Offer included in the Annex below.
Advisers
Lazard acts as the financial adviser to Trimble and Nordea coordinates the
acceptance procedure.
Hannes Snellman Attorneys Ltd acts as the legal adviser to Trimble in Finland
and Weil, Gotshal & Manges LLP in the United States.
Borenius & Kemppinen Oy acts as legal adviser to Tekla.
Press Conference
A press conference regarding the tender offer will be held today 9 May 2011 at
12.30 p.m. Finnish time at WTC Helsinki, Aleksanterinkatu 17, meeting room 2.
The event will take place in English.
You can listen to the meeting live at
http://www.goodmood.fi/tekla/index.php?videoId=30846441. The recording of the
meeting will be available on Tekla's web site at www.tekla.com > Investors later
on.
There will be presentations by Mr Ari Kohonen, Tekla's CEO and Mr Steven W.
Berglund, Trimble's President and CEO at the meeting.
NB! The previously announced conference call in English at 3:30 will be hereby
canceled.
Trimble Navigation Limited Tekla
Corporation
Trimble Finland Oy
Further Information
For more information, please contact:
Tekla Corporation: Ari Kohonen, CEO, tel. +358 50 641 24
Timo Keinänen, CFO, tel. +358 400 813 027
Distribution: NASDAQ OMX Helsinki Oy, Principal Media, www.tekla.com
Tekla Corporation
Tekla Corporation drives the evolution of digital information models with its
software, providing a growing competitive advantage to customers in the
construction, infrastructure and energy industries. Tekla's net sales for 2010
were nearly EUR 58 million and operating income was EUR 10 million.
International operations accounted for approximately 80 per cent of net sales.
Tekla has customers in 100 countries, offices in 15 countries and a worldwide
partner network. Tekla Group currently employs about 500 people, of whom nearly
200 work outside of the headquarters in Finland. Tekla was established in 1966,
and is one of the longest-operating Finnish software companies.
Trimble Navigation and Trimble Finland
Trimble Finland is an indirectly wholly owned subsidiary company of Trimble.
Trimble Finland has never conducted and at present does not conduct any business
and its sole business purpose is to make the Tender Offer, to take all actions
to finance and complete the Tender Offer and subsequently to operate as the
parent company of Tekla.
Trimble applies technology to make field and mobile workers in businesses and
government significantly more productive. Solutions are focused on applications
requiring position or location-including surveying, construction, agriculture,
fleet and asset management, public safety and mapping. In addition to utilizing
positioning technologies, such as GPS, lasers and optics, Trimble solutions may
include software content specific to the needs of the user. Wireless
technologies are utilized to deliver the solution to the user and to ensure a
tight coupling of the field and the back office. Founded in 1978, Trimble is
headquartered in Sunnyvale, Calif. For more information visit: www.trimble.com.
Disclaimer
The Tender Offer is not being made, and the Shares will not be accepted for
purchase from or on behalf of persons, directly or indirectly 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 in the Tender Offer Document. This
announcement, the Tender Offer Document and related acceptance forms are not and
may not be distributed, forwarded or transmitted into or from any jurisdiction
where in which the making or acceptance thereof would not be in compliance with
the securities or other laws or regulations of such jurisdiction by any means
including without limitation mail, facsimile transmission, e-mail, telephone or
Internet. In particular, the tender offer is not being made to Australia, the
Hong Kong special administrative region of the People's Republic of China,
Canada, Japan, New Zealand, South Africa or the United States.
ANNEX
PRINCIPAL TERMS OF THE TENDER OFFER
The Tender Offer price will be EUR 15.00 per share paid in cash (the price will
be adjusted if any dividends or other distributions are made by the Company
prior to the completion of the Tender Offer) . The offer period for the Tender
Offer is expected to commence on 19 May 2011 and expire on 17 June 2011.
The completion of the Tender Offer through purchase of outstanding shares in
Tekla by Trimble Finland will be subject to satisfaction of each of the
following conditions:
(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 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) Offeror shall not have received information previously
undisclosed to 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 target or any of its subsidiaries becoming
insolvent, subject to administration, bankruptcy or any other equivalent
proceedings of 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 markets 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 extended or discontinued Offer
Period or the Offeror has waived the requirement for the fulfilment of all or
some of them, 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 Consideration to the shareholders of the
Company that have validly accepted (and valdily not withdrawn such acceptance)
the Offer.
The detailed terms and conditions of the Tender Offer will be included in the
tender offer document which is expected to be available on or before 19 May
2011.
[HUG#1513534]
Trimble Navigation offers to acquire all shares in Building Information Modeling ("BIM") leader Tekla Corporation
| Source: Tekla