PKC Group Oyj - Tender offer

Final result of MSSL Estonia WH OÜ’s tender offer for all shares and stock options in PKC Group Plc and extension of the offer period by a subsequent offer period

PKC Group Plc       Company Announcement   24 March 2017          3:40 p.m.



THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, 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. 



Final result of MSSL Estonia WH OÜ’s tender offer for all shares and stock
options in PKC Group Plc and extension of the offer period by a subsequent
offer period 



MSSL Estonia WH OÜ (the "Offeror"), a wholly-owned indirect subsidiary of
Motherson Sumi Systems Limited ("MSSL"), commenced on February 6, 2017 a
voluntary recommended public tender offer to purchase all the issued and
outstanding shares and stock options in PKC Group Plc ("PKC") that are not
owned by PKC or any of its subsidiaries (the "Tender Offer"). The offer period
under the Tender Offer expired on March 21, 2017. 



The Offeror has announced today on March 24, 2017 that according to the final
result of the Tender Offer, the shares tendered in the Tender Offer represent
approximately 94.18 percent of all the shares and voting rights in PKC. In
addition, approximately 75.79 percent of the stock options in PKC have been
tendered in the Tender Offer, which implies, together with the tendered shares,
a holding of approximately 93.75 percent of all the shares and voting rights in
PKC fully diluted for the outstanding stock options. The Offeror has announced
today on March 24, 2017 that thereby all conditions to complete the Tender
Offer have been fulfilled and the Offeror will complete the Tender Offer in
accordance with its terms and conditions. 



The Offeror has announced today on March 24, 2017 that the offer consideration
will be paid on or about 29 March 2017 to PKC’s shareholders and holders of
stock options who have validly accepted the Tender Offer in accordance with the
terms and conditions of the Tender Offer. 



The Offeror has announced today on March 24, 2017 that in order to allow the
remaining shareholders and holders of stock options 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 expire on April 7, 2017. 



The Offeror has announced today on March 24, 2017 that 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 AB (publ), Finnish Branch. 



The Offeror has announced today on March 24, 2017 that it will announce the
initial percentage of the shares and stock options validly tendered during the
Subsequent Offer Period on or about April 10, 2017 and the final percentage on
or about April 11, 2017. The offer consideration for the shares and stock
options validly tendered during the Subsequent Offer Period will be paid to the
shareholders and holders of stock options on or about April 13, 2017 in
accordance with the payment procedures described in the terms and conditions of
the Tender Offer. 



The Offeror has announced today on March 24, 2017 that its intention is to
acquire all the shares and stock options in PKC. As the Offeror’s ownership in
PKC will exceed nine-tenths (9/10) of the shares and voting rights in PKC after
the settlement of the shares already tendered in the Tender Offer, the Offeror
intends to initiate compulsory redemption proceedings for the remaining PKC
shares under the Finnish Companies Act. 



The Offeror has announced today on March 24, 2017 that it may purchase shares
and stock options in PKC also in public trading on Nasdaq Helsinki Ltd or
otherwise at a price not exceeding the offer price of EUR 23.55 per share and
at a price not exceeding the offer price for the stock options as follows: EUR
6.90 for each 2012B stock option and EUR 0.27 for each 2012C stock option. 



The release of the Offeror referred to above is attached in its entirety as
Appendix to this stock exchange release. 



PKC Group Plc



Board of Directors



Matti Hyytiäinen

President & CEO



For additional information, contact:

Matti Ruotsala, Chairman of the Board of Directors, PKC Group Plc, contact
Sinikka Ravander, Tel. +358 40 1209 277, sinikka.ravander@pkcgroup.com 



Distribution



Nasdaq Helsinki

Main media

www.pkcgroup.com



APPENDIX: Release of MSSL



PKC Group is a global partner, designing, manufacturing and integrating
electrical distribution systems, electronics and related architecture
components for the commercial vehicle industry, rolling stock manufacturers and
other selected segments. The Group has production facilities in Brazil, China,
Germany, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's
revenue from continuing operations in 2016 totalled EUR 846 million. PKC Group
Plc is listed on Nasdaq Helsinki. 





DISCLAIMER



THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, 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 THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL
ACCEPT THE TENDER OFFER FOR THE SHARES AND THE STOCK OPTIONS 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. 



THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, 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. 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 ELECTRONIC TRANSMISSION BY WAY OF OR THE INTERNET OR OTHERWISE) 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. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH
USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR HONG KONG. NO HOLDER AND ANY PERSON ACTING FOR THE
ACCOUNT OR BENEFIT OF A HOLDER IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG SHALL BE PERMITTED TO ACCEPT THE TENDER OFFER. 



PKC’S SHARES HAVE NOT BEEN AND WILL NOT REGISTERED UNDER THE US SECURITIES ACT
OF 1933, AS AMENDED (THE ”SECURITIES ACT”), OR UNDER ANY OF THE RELEVANT
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF
AMERICA. PKC’S SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT OR IN A TRANSACTION NOT
SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Attachments:

Release of MSSL.pdf