OKMETIC OYJ STOCK EXCHANGE RELEASE 17 JUNE 2016 AT 9.00 A.M.
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER OR SUCH RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW OR REQUIRE OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
FINAL RESULT OF NSIG FINLAND'S VOLUNTARY PUBLIC TENDER OFFER FOR ALL OF THE ISSUED AND OUTSTANDING SHARES AND OPTION RIGHTS IN OKMETIC AND EXTENSION OF THE OFFER BY A SUBSEQUENT OFFER PERIOD
Okmetic Oyj ("Okmetic") announced on 1 April 2016 that Okmetic and National Silicon Industry Group ("NSIG") had entered into a combination agreement pursuant to which NSIG, either directly or through its subsidiary, will make a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic that are not owned by Okmetic or any of its subsidiaries (the "Tender Offer"). NSIG Finland S.à r.l (the "Offeror"), a wholly-owned indirect subsidiary of NSIG, commenced the Tender Offer on 22 April 2016. The offer period under the Tender Offer, as extended, expired on 14 June 2016.
NSIG has today on 17 June 2016 published a press release, according to which
- According to the final result of the Tender Offer, the shares tendered in the Tender Offer represent approximately 95.79 per cent of all the shares and votes in Okmetic (excluding the treasury shares held by Okmetic). In addition, approximately 98.52 per cent of the option rights have been tendered in the Tender Offer, which implies, together with the tendered shares, a holding of approximately 95.73 per cent of all the shares and votes in Okmetic fully diluted for the outstanding option rights and excluding the treasury shares held by Okmetic.
- The completion trades will be settled and the offer consideration paid on or about 22 June 2016 to the shareholders and holders of option rights who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer.
- In order to allow the remaining shareholders and holders of option rights the possibility to still accept the Tender Offer, the Offeror has today decided to extend the Tender Offer by a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the "Subsequent Offer Period"). The Subsequent Offer Period will commence on 20 June 2016 and expire on 4 July 2016.
- During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. The acceptance of the Tender Offer will be binding and cannot be withdrawn. Further information and instructions can be obtained from any branch office of Nordea Bank Finland Plc.
- The Offeror will announce the initial percentage of the shares and option rights validly tendered during the Subsequent Offer Period on or about 5 July 2016 and the final percentage on or about 7 July 2016. The offer consideration for the shares and option rights validly tendered during the Subsequent Offer Period will be paid to the shareholders and holders of option rights on or about 12 July 2016 in accordance with the payment procedures described in the terms and conditions of the Tender Offer.
- The Offeror's intention is to acquire all the shares and option rights in Okmetic. As the Offeror's ownership in Okmetic will exceed nine-tenths (9/10) of the shares and voting rights in Okmetic after the settlement of the shares already tendered in the Tender Offer, the Offeror intends to initiate compulsory redemption proceedings for the remaining Okmetic shares under the Finnish Companies Act.
- The Offeror may purchase shares and option rights in Okmetic also in public trading on Nasdaq Helsinki Ltd. or otherwise at a price not exceeding the offer price of EUR 9.20 per share and at a price not exceeding the offer price for the option rights as follows: EUR 4.87 for each 2013 A option right and EUR 4.62 for each 2013 B option right.
The press release of NSIG referred to above is attached in its entirety as Annex 1 to this stock exchange release.
OKMETIC OYJ
Board of Directors
For further information, please contact:
Chairman of the Board Jan Lång
Phone: +358 40 5087223, e-mail: janove.lang@outlook.com
President Kai Seikku
Phone: +358 9 5028 0232, e-mail: kai.seikku@okmetic.com
INFORMATION REGARDING OKMETIC OYJ
Established in 1985, Okmetic is one of the leading specialty silicon wafers producers and suppliers globally with a production plant in Vantaa, Finland, and contract manufacturers in China and Japan. The Company has sales offices in Japan, Hong Kong and the United States as well as a diverse network of agents, serving customers in China, South Korea, Malaysia, Singapore, Taiwan and the United States. The tailored, high value-added silicon wafers of Okmetic are used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic is listed on the official list of Nasdaq Helsinki (trading code OKM1V).
Okmetic's head office is located in Vantaa. For more information visit www.okmetic.com.
INFORMATION REGARDING NSIG
NSIG is a limited liability company organized under the PRC laws. The registered office of NSIG is in Shanghai, China.
Established in 2015, NSIG is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 billion (approximately EUR 272 million). NSIG's mission is to establish a major industrial player in the global semiconductor sector (especially silicon and its ecosystems) through both PRC domestic investments and outbound mergers and acquisitions.
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 AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.
THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE 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, 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 AND OPTION RIGHTS 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 AND OPTION RIGHTS RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THE COMMUNICATION OF THIS ANNOUNCEMENT, THE TENDER OFFER DOCUMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM. ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER")) OR PERSONS WHO ARE WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is acting as financial adviser to Okmetic and no one else in connection with the Tender Offer and will not be responsible to anyone other than Okmetic for providing the protections offered to clients of UBS Limited nor for providing advice in connection with the Tender Offer.
ANNEX 1: Press release of National Silicon Industry Group on 17 June 2016
FINAL RESULT OF NSIG FINLAND'S TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN OKMETIC AND EXTENSION OF THE OFFER BY A SUBSEQUENT OFFER PERIOD
NATIONAL SILICON INDUSTRY GROUP PRESS RELEASE 17 June 2016 at 8:45 am
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER OR SUCH RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW OR REQUIRE OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
FINAL RESULT OF NSIG FINLAND'S TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN OKMETIC AND EXTENSION OF THE OFFER BY A SUBSEQUENT OFFER PERIOD
NSIG Finland S.à r.l ("NSIG Finland" or the "Offeror"), a wholly-owned indirect subsidiary of National Silicon Industry Group ("NSIG"), commenced on 22 April 2016 a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic Oyj ("Okmetic") that are not owned by Okmetic or any of its subsidiaries (the "Tender Offer"). The offer period under the Tender Offer, as extended, expired on 14 June 2016 and the Offeror will complete the Tender Offer in accordance with its terms and conditions.
According to the final result of the Tender Offer, the shares tendered in the Tender Offer represent approximately 95.79 per cent of all the shares and votes in Okmetic (excluding the treasury shares held by Okmetic). In addition, approximately 98.52 per cent of the option rights have been tendered in the Tender Offer, which implies, together with the tendered shares, a holding of approximately 95.73 per cent of all the shares and votes in Okmetic fully diluted for the outstanding option rights and excluding the treasury shares held by Okmetic.
The completion trades will be settled and the offer consideration paid on or about 22 June 2016 to the shareholders and holders of option rights who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer.
In order to allow the remaining shareholders and holders of option rights the possibility to still accept the Tender Offer, the Offeror has today decided to extend the Tender Offer by a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the "Subsequent Offer Period"). The Subsequent Offer Period will commence on 20 June 2016 and expire on 4 July 2016.
During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. The acceptance of the Tender Offer will be binding and cannot be withdrawn. Further information and instructions can be obtained from any branch office of Nordea Bank Finland Plc.
The Offeror will announce the initial percentage of the shares and option rights validly tendered during the Subsequent Offer Period on or about 5 July 2016 and the final percentage on or about 7 July 2016. The offer consideration for the shares and option rights validly tendered during the Subsequent Offer Period will be paid to the shareholders and holders of option rights on or about 12 July 2016 in accordance with the payment procedures described in the terms and conditions of the Tender Offer.
The Offeror's intention is to acquire all the shares and option rights in Okmetic. As the Offeror's ownership in Okmetic will exceed nine-tenths (9/10) of the shares and voting rights in Okmetic after the settlement of the shares already tendered in the Tender Offer, the Offeror intends to initiate compulsory redemption proceedings for the remaining Okmetic shares under the Finnish Companies Act.
The Offeror may purchase shares and option rights in Okmetic also in public trading on Nasdaq Helsinki Ltd. or otherwise at a price not exceeding the offer price of EUR 9.20 per share and at a price not exceeding the offer price for the option rights as follows: EUR 4.87 for each 2013 A option right and EUR 4.62 for each 2013 B option right.
17 June 2016
National Silicon Industry Group NSIG Finland S.à r.l.
For further information, please contact:
NSIG
Managing Director Leo Ren
Phone: +86 21 5285 9096, e-mail: leoren@sh-nsig.com
INFORMATION REGARDING NSIG
NSIG is a limited liability company organized under the PRC laws. The registered office of NSIG is in Shanghai, China.
Established in 2015, National Silicon Industry Group is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 billion (approximately EUR 272 million). NSIG's mission is to establish a major industrial player in the global semiconductor sector (especially silicon and its ecosystems) through both PRC domestic investments and outbound mergers and acquisitions.
INFORMATION REGARDING OKMETIC OYJ
Established in 1985, Okmetic is one of the leading specialty silicon wafers producers and suppliers globally with a production plant in Vantaa, Finland, and contract manufacturers in China and Japan. The Company has sales offices in Japan, Hong Kong and the United States as well as a diverse network of agents, serving customers in China, South Korea, Malaysia, Singapore, Taiwan and the United States. The tailored, high value-added silicon wafers of Okmetic are used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic is listed on the official list of Nasdaq Helsinki (trading code: OKM1V).
Okmetic's head office is located in Vantaa. For more information visit www.okmetic.com.
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 AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.
THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE 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, 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 AND OPTION RIGHTS 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 AND OPTION RIGHTS RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THE COMMUNICATION OF THIS ANNOUNCEMENT, THE TENDER OFFER DOCUMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM. ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER")) OR PERSONS WHO ARE WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is acting as financial adviser to Okmetic and no one else in connection with the Tender Offer and will not be responsible to anyone other than Okmetic for providing the protections offered to clients of UBS Limited nor for providing advice in connection with the Tender Offer.
HUG#2021387
