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2007-09-13 10:15:00 CEST 2007-09-13 10:15:00 CEST REGULATED INFORMATION Salcomp Oyj - Company AnnouncementNORDSTJERNAN'S PUBLIC TENDER OFFER FOR SALCOMP'S SHARESSalcomp Plc Stock Exchange Release 13 September 2007 at 11:15 Finnish time NORDSTJERNAN'S PUBLIC TENDER OFFER FOR SALCOMP'S SHARES Salcomp Plc (Salcomp) has today received information from Nordstjernan AB (Nordstjernan) according to which the Finnish Financial Supervision Authority has on 12 September 2007 approved the tender offer document related to the mandatory public tender offer by Nordstjernan for all shares and option rights in Salcomp. According to information received from Nordstjernan the offer period will commence on 14 September 2007 and expire on 5 October 2007 unless the offer period is extended in accordance with the terms and conditions of the tender offer. Enclosed to this stock exchange release is Nordstjernan's press release dated 13 September 2007 that includes the terms and conditions of the tender offer. The Board of Directors of Salcomp will examine the tender offer document and will subsequently give its statement regarding the tender offer to the shareholders and holders of option rights of Salcomp. The Board of Directors of Salcomp will examine the tender offer and its terms and conditions as well as prepare the statement of the Board of Directors in a group comprising the independent Board members: Andreas Tallberg, Jorma Terentjeff and Kari Vuorialho. Salcomp Plc Markku Hangasjärvi President and CEO Further information: Markku Hangasjärvi, President and CEO, tel. +358 040 7310 114 Antti Salminen, CFO, tel. +358 40 535 1216 ENCLOSURE: Nordstjernan AB press release 13 September 2007 Distribution: Nordic Exchange, Helsinki The main media www.salcomp.com PRESS RELEASE Stockholm, September 13, 2007 NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW INCLUDING AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA, CANADA AND THE UNITED STATES. Nordstjernan makes a mandatory public tender offer for all outstanding shares and options in Salcomp, the offer period will commence on 14 September 2007 Nordstjernan AB has become on 12 September 2007 obligated, under the Finnish Securities Markets Act, Chapter 6, Section 10, to launch a mandatory tender offer for all the remaining shares and securities entitling to its shares issued by Salcomp Plc (“Salcomp”). Nordstjernan offers to acquire through a mandatory public tender offer in accordance with Chapter 6 of the Finnish Securities Market Act all of the issued and outstanding shares and option rights in Salcomp Plc which are not owned by Salcomp or its subsidiaries. The offer period of the tender offer will commence on Friday 14 September 2007. Salcomp has one stock option program commenced in the year 2007 with the option series of A, B and C. The B and C option rights have not yet been distributed and they are currently owned by Salcomp's subsidiary. The option rights are not subject to public trade and the share subscription period according to the terms and conditions of the option rights has not yet commenced. The share offer price for each share validly tendered is € 4.01 in cash and the offer price for each 2007A option right validly tendered is € 0.98. An offer price has not been determined for the option rights 2007B and 2007C as they are owned by Salcomp's subsidiary. As regards the terms of payment and settlement of the shares and option rights, a reference is made to the attached terms and conditions. The share offer price is the highest price Nordstjernan has paid before the obligation to launch a mandatory bid was triggered. The volume-weighted average trading price during the three (3) month period preceding the arising of the mandatory tender offer duty on the Helsinki Stock Exchange (OMX Nordic Exchange Helsinki) was € 4.47, during the 12 months preceding the arising of the mandatory tender offer duty was € 3.36 and the closing price of the shares on 11 September 2007, the last trading day before the arising of the mandatory tender offer duty, was € 4.16. The Finnish Financial Supervision Authority has on 12 September 2007 approved the tender offer document regarding the mandatory public tender offer for all the shares and option rights of Salcomp. The terms and conditions of the tender offer are attached in their entirety to this release. The tender offer document will be available in Finnish language from 14 September 2007 onwards at the Glitnir Pankki Oy's branches (the address of the Helsinki branch is Mikonkatu 1, 00100 Helsinki) and at OMX Way, Fabianinkatu 14, 00130 Helsinki and on the Internet at http://ostotarjous.fim.com from 13 September 2007. The acceptance period for the mandatory public tender offer will commence on Friday 14 September 2007 at 10:00 am Finnish time and expire on Friday 5 October 2007 at 4:30 pm Finnish time unless the offer period is extended. Nordstjernan, Stureplan 3, SE-10375 Stockholm, Sweden, is the parent company of Nordstjernan group of companies. Nordstjernan is a family controlled investment company founded by Axel Johnson in 1890. Its largest shareholders are the Axel and Margaret Ax:son Johnson foundations. NORDSTJERNAN AB Tomas Billing President Nordstjernan AB Please refer questions to: Tomas Billing, President of Nordstjernan, +46 8 788 50 00 Distribution: Salcomp Plc Finnish Financial Supervision Authority OMX Nordic Exchange Helsinki Key media ANNEX THE TERMS AND CONDITIONS OF THE MANDATORY TENDER OFFER (The following is an unofficial translation of the terms and conditions from the Finnish language. Should there exist any difference between the Finnish and English language versions, the Finnish language version shall prevail. Capitalised terms have the meanings set forth in the tender offer document.) Object of the Tender Offer Through the Tender Offer, the Offeror offers to acquire all of the issued and outstanding Shares and Option Rights, which are not owned by the Company or its subsidiaries. The B and C Option Rights pursuant to the Option Program 2007 have not yet been distributed and they are currently owned by the Company's subsidiary. Offer Price The Share Offer Price for each Share validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer is € 4.01 in cash. The Option Offer Price for each 2007A Option Right validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer is as € 0.98. An offer price has not been determined for the Option Rights 2007B and 2007C as they are owned by the Company's subsidiary. In case the Shareholders' meeting of Salcomp decides do pay dividend after the Offer Period has commenced and the record date of the dividend is before the Settlement Date, the Offer Price shall be reduced by the amount of dividend per share for each such dividend payment. Offer Period The Offer Period commences on 14 September 2007 at 10:00 am Finnish time and expires on 5 October 2007 at 16:30 pm Finnish time, unless the Offer Period is extended or the extended Offer Period discontinued as set forth later. The Offeror reserves the right to extend the Offer Period. The maximum duration of the Offer Period is 10 weeks, unless the applicable law allows a possibility for an extension. The Offeror will inform of the possible extension of the Offer Period at the latest on the last day of the Offer Period, i.e. 5 October 2007. Please see the section “Withdrawal of acceptance of the Tender Offer” for the shareholder's or option holder's right to withdraw the acceptance of the Tender Offer in case the Offer Period has been extended. Acceptance Procedure of the Tender Offer Glitnir-FIM acts as the manager of the Tender Offer and manages, on behalf of the Offeror, the sale and purchase of the Shares and Option rights validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer. Shares Book-entry account operators and asset managers will send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers (being shareholders in Salcomp) outside Australia, the Hong Kong Special Administrative Region of People's Republic of China, Japan, South Africa, Canada and the United States in case that this is agreed between the shareholder and his/her book-entry account operator or asset manager or otherwise. Should a shareholder in Salcomp not receive instructions and relevant acceptance form from his/her book-entry account operator or asset manager (for example Finnish Central Securities Depository), the shareholder may obtain an acceptance form also from Glitnir's offices or from Glitnir-FIM Customer Service by phone, +358 9 6134 6250. Acceptance form is also available on the website of Glitnir-FIM, http://ostotarjous.fim.com. Salcomp shareholders should primarily contact with their own book-entry account operator or asset manager regarding the tender instructions and acceptance form. Offices of Glitnir-FIM are located eg. in Tampere, address Hämeenkatu 13 B, 33100 Tampere and in Helsinki, address Mikonkatu 1 (Kämp Gallery), 00100 Helsinki. Contact information concerning other Glitnir-FIM offices can be found on Glitnir-FIM's website, in “FIM Info”. A Salcomp shareholder who wants to accept the Tender Offer shall submit an appropriately completed acceptance form to his/her book-entry account operator or asset manager in accordance with their instructions. In case the own book-entry account operator or asset manager of shareholder in Salcomp (for example Finnish Central Securities Depository) will not take the acceptance forms, the shareholder may, alternatively, return the form by mail to the following address: Glitnir Bank Oy, back office, Pohjoisesplanadi 33 A, FI-00100 Helsinki. The Offeror reserves the right to reject any incorrectly, partially or deficiently completed acceptance forms or those received in envelopes stamped in Australia, the Hong Kong Special Administrative Region of People's Republic of China, Japan, South Africa, Canada or the United States, or those that the Offeror will otherwise assume to have been sent from Australia, the Hong Kong Special Administrative Region of People's Republic of China, Japan, South Africa, Canada or the United States. Delivery of acceptance forms and other required documents is in responsibility and at the risk of the shareholder in Salcomp, and these documents are assumed to be returned only when they have been received by the applicable book-entry account operator, asset manager or Glitnir-FIM. Sufficient time should be reserved for the delivery of the documents, and the instructions given by the respective book-entry account operator or asset manager of each shareholder should be followed. The acceptance form and other required documents shall be delivered by 4.30 p.m. (Finnish time) on the last day of the Offer Period or the extended Offer Period. The book-entry account operators or asset managers may ask shareholder in Salcomp to return the acceptance form by an earlier time and date. A Salcomp shareholder, whose Shares are registered in the name of a nominee (or other custodial institution) and who wants to accept the Tender Offer, shall give his/her acceptance according to the instructions given by his/her nominee. The Offeror shall not send the acceptance forms or other documents related to the Tender Offer to these shareholders in Salcomp. Each acceptance is deemed to be validly submitted only until all relevant documents concerning the acceptance of the Tender Offer have been delivered to book-entry account operator or Glitnir-FIM by the end of the Offer Period. A shareholder who has pledged his/her Shares may only accept the Tender Offer with the consent of the pledgee. The pledgee's consent shall be furnished to the book-entry account operator in writing. The Tender Offer cannot be accepted on the Internet of through the customer service of Glitnir-FIM. A Salcomp shareholder, who have accepted the Tender Offer shall not transfer or otherwise dispose the Shares on which the Tender Offer have already been accepted. A transfer restriction or a sales reservation concerning the Shares on which the Tender Offer have been accepted shall be subscribed or marked on the relevant book-entry account after a book-entry account operator, asset manager or Glitnir-FIM have received the acceptance of the Tender Offer by a Salcomp shareholder. During the Tender Offer the transfer restriction or sales reservation can be withdrawn only with a permission of the Offeror. Acceptance of the Tender Offer is binding and irrevocable. However, the acceptance of the Tender Offer may be withdrawn during any extended Offer Period before the end of the extended Offer Period (see later “Withdrawal of acceptance of the Tender Offer”). Acceptance of the Tender Offer has to be given with respect to a specified book-entry account, and it encompasses all the Shares on the book-entry account of the Salcomp shareholder mentioned on the acceptance form at the time of the registration of the transfer restriction or sales reservation with respect to the Shares in connection with the acceptance. However, the Offeror has a right to decide to validly receive and accept also an improperly or partially given acceptance of the Tender Offer. If a Salcomp shareholder acquires additional Shares after the registration of a transfer restriction or sales reservation and wishes to accept the Tender Offer regarding such Shares, the shareholder shall accept the Tender Offer regarding these Shares separately and deliver the acceptance form to his/her book-entry account operator, asset manager or Glitnir-FIM. A shareholder, who has accepted the Tender Offer pursuant the terms and conditions of the Tender Offer, and who has not withdrawn his/her acceptance, may not sell or otherwise dispose of the Shares, with respect to which the Tender Offer has been accepted. By returning the acceptance form, a Salcomp shareholder authorizes Glitnir-FIM, the shareholder's asset manager or book-entry account operator managing the shareholder's book-entry account information to register a transfer restriction or sales reservation in respect of the Shares on his/her book-entry account as well as other necessary entries and undertake other technical actions necessary in order to sell the Shares to the Offeror and account the Offer Price pursuant to these terms and conditions. The sale and purchase of the Shares in connection with the Tender Offer will be effected in accordance with section “Terms of Payment and Settlement of Shares” below. Shares that have not been transferred into the book-entry system In order to tender the Shares that have not been transferred to the book-entry system, the relevant shareholder shall, prior to tendering such Shares, transfer them to the book-entry system through the shareholder's own account operator or asset manager. The shareholder of such Shares must in this context convey the share certificates evidencing such Shares and present evidence of title to such Shares. Option rights Pursuant to the terms and conditions of the Option Program, the Option Rights are prior to the subscription period transferable only on the consent of the Board of Directors of the Company. According to the information received by the Offeror and the manager of the Tender Offer the Option Rights have not been transferred to the book-entry system. Due to this fact Glitnir-FIM and Salcomp have agreed that Glitnir-FIM mails, via the Company and by assistance of the Company, to the option holders outside Australia, the Hong Kong Special Administrative Region of People's Republic of China, Japan, South Africa, Canada and the United States information on the Tender Offer, instructions to tender as well as an acceptance forms. Should a Salcomp option holder not receive these instructions and the acceptance form via the Company, the option holder may obtain an acceptance form also from Glitnir's offices or from Glitnir-FIM Customer Service by phone, +358 9 6134 6250. Acceptance form is also available on the website of Glitnir-FIM, http://ostotarjous.fim.com. A Salcomp option holder who wishes to accept the Tender Offer shall submit an appropriately completed acceptance form by mail to the following address: Glitnir Bank Oy, back office, Pohjoisesplanadi 33 A, FI-00100 Helsinki. The Offeror reserves the right to reject any incorrectly, partially or deficiently completed acceptance forms or those received in envelopes stamped in Australia, the Hong Kong Special Administrative Region of People's Republic of China, Japan, South Africa, Canada or the United States, or those that the Offeror will otherwise assume to have been sent from Australia, the Hong Kong Special Administrative Region of People's Republic of China, Japan, South Africa, Canada or the United States. Delivery of acceptance forms and other required documents is in responsibility and at the risk of the option holder of Salcomp, and these documents are assumed to be delivered only when they have been received by Glitnir-FIM. Sufficient time should be reserved for the delivery of the documents and the instructions given by Glitnir-FIM should be followed. The acceptance form and other required documents shall be delivered by 4.30 p.m. (Finnish time) on the last day of the Offer Period or the extended Offer Period. The acceptance of the Tender Offer is deemed validly submitted only until all required documents concerning the acceptance of the Tender Offer have been delivered to Glitnir-FIM by the end of the Offer Period. Acceptance procedure of the Option Rights is otherwise taking place according to the terms and conditions said in respect of Shares above, as applicable. Withdrawal of acceptance of the Tender Offer Acceptance of the Tender Offer is binding and irrevocable unless otherwise regulated according to applicable legislation. However, the acceptance of the Tender Offer may be withdrawn during any extended Offer Period before the end of the extended Offer Period. In case the Offer Period has been extended, a valid acceptance of the Tender Offer in accordance with the terms and conditions of the Tender Offer may be withdrawn any time during the extended Offer Period, i.e. after the expiry of the original Offer Period (on October 5, 2007) but prior to the expiry of the extended Offer Period. Should the Offeror supplement the Tender Offer Document, a party who has accepted the Tender Offer may be entitled to withdraw his/her acceptance. The Finnish Financial Supervision Authority shall consider the need of right of withdrawal separately in connection with each supplement. The proper withdrawal of an acceptance of the Tender Offer requires that a written notice of withdrawal is submitted to the same book-entry account operator or asset manager to which the original acceptance form was delivered. In case of holdings that are registered in the name of a nominee, the shareholder shall instruct the nominee to submit the notice of withdrawal. In connection with withdrawing an acceptance the instructions given by the relevant book-entry account operator, asset manager or nominee are to be complied with. Each book-entry account operator, asset manager or nominee is entitled to charge a fee for withdrawals in accordance with its pricelist. If a Salcomp shareholder properly withdraws the acceptance of the Tender Offer, the transfer restriction or the sales reservation in respect of the Shares will be removed from the book-entry account of the Salcomp shareholder on or about the third (3rd) banking day following delivery of the withdrawal of the acceptance of the Tender Offer to the book-entry account operator, asset manager or nominee. Withdrawn Shares may be re-tendered by following the acceptance procedures described in section ”Acceptance Procedure of the Tender Offer” any time prior the expiry of the extended Offer Period. Announcement of the Result of the Tender Offer The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period, and will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period. The announcement of the final result will confirm the percentage of the Shares and Option Rights in proportion to all shares of the Company that have been validly tendered and not properly withdrawn. Terms of Payment and Settlement of Shares The sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer will be executed on the closing date, which shall be no later than third (3) Finnish banking days following the expiry of the Offer Period, or if the Offer Period has been extended, the expiry of the extended Offer Period. The sale and purchase of the Shares will take place on the Helsinki Stock Exchange to the extent possible. The Offeror will pay the Finnish transfer tax, if any, payable on the sale and purchase of the Shares. Settlement will be effected on or about the third (3rd) Finnish banking day following the aforementioned closing date (the “Settlement Date”). The payment of the Share Offer Price will be deposited on the Settlement Date into the bank account connected to the shareholder's book-entry account or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form. If the bank account of a tendering shareholder is with a different banking institution than such holder's book-entry account, the Share Offer Price will be paid, in accordance with the schedule of money transactions between banking institutions, to the shareholder's bank account so that it is on the shareholder's bank account approximately two (2) Finnish banking days following the Settlement Date, at the latest. The Offeror reserves the right to postpone the payment of the Share Offer Price if payment is prevented or suspended due to a force majeure event, but shall effect such payment once the force majeure event preventing or suspending payment is resolved or ceased to exist. Terms of Payment and Settlement of Option Rights The sale and purchase of the Option Rights validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer will be executed approximately no later than six (6) Finnish banking days following the expiry of the Offer Period. Settlement will be effected on the same day as the sale and purchase of the Option Rights validly tendered and not properly withdrawn, i.e. no later than six (6) Finnish banking days following the expiry of the Offer Period (“Option Right Settlement Date”). The payment of the Option Right Offer Price will be deposited on the Option Right Settlement Date into the bank account specified in the acceptance form. If the bank account of a tendering Option Right holder is with a different banking institution than such holder's book-entry account, the Option Right Offer Price will be paid, in accordance with the schedule of money transactions between banking institutions, to the Option Right holder's bank account so that it is on the Option Right holder's bank account approximately two (2) Finnish banking days following the Option Right Settlement Date, at the latest. The Offeror reserves the right to postpone the payment of the Option Right Offer Price if payment is prevented or suspended due to a force majeure event, but shall effect such payment once the force majeure event preventing or suspending payment is resolved or ceased to exist. Transfer of Ownership Title to the Shares and Option Rights validly tendered and not properly withdrawn in the Tender Offer will pass to the Offeror on the Settlement Date against the payment of the Share Offer Price or Option Right Offer Price. Transfer tax and other payments The Offeror will pay the Finnish transfer tax, if any, payable on the sale and purchase of the Shares. The Company shareholders considering accepting this Tender Offer are encouraged to consult tax advisors for more detailed information on other possible tax implications related to the ownership and disposal of the Shares and Options. Possible fees charged by book-entry account operators, in accordance with their agreement with the shareholder or Option Right holder, relating to the possible transfers to the book-entry system of the Shares that have not been transferred to the book-entry system, as well as fees charged by book-entry account operators, asset managers, nominees or any other person for registering the release of pledges or other possible restrictions preventing a sale of the relevant Shares, will be borne by each shareholder. Respectively, possible fees relating to the release of the restrictions preventing a sale of the relevant Option Right will be borne by the holders of the Option Rights. The Offeror shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Tender Offer, the sale and purchase of the Shares and Option Rights tendered under the Tender Offer or the payment of the Share Offer Price or the Option Right Offer Price Restrictions to make the Tender Offer The Tender Offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law and the Tender Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law by any means whatsoever including, without limitation, mail, facsimile transmission, e-mail or telephone. 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, Japan, South Africa, Canada or the United States. Other issues The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 6, Section 7 of the Securities Market Act. The Offeror shall have sole discretion to determine all other issues relating to the Tender Offer, subject to the requirements of applicable law. Under the Securities Markets Act, Chapter 6, Section 13, if the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 acquires, before the expiry of the Offer Period, Shares or Option Rights at a higher price than the Share Offer Price or the Option Offer Price or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must amend the terms and conditions of the Tender Offer to correspond to this acquisition on more favorable terms (obligation to increase the offer). In addition, if the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 acquires, during the nine (9) months following the expiry of the Offer Period, Shares or Option Rights at a higher price than the Share Offer Price or the Option Offer Price or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must compensate those holders of securities who have accepted the Tender Offer for the amount equal to the difference between the acquisition on more favorable terms and the consideration offered in the Tender Offer (obligation to compensate). |
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