2017-06-19 07:00:18 CEST
2017-06-19 07:00:18 CEST
REGULATED INFORMATION
YIT - Inside information
YIT and Lemminkäinen to combine
YIT Corporation Stock Exchange Release June 19, 2017 at 8:00 a.m.
This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in or into Canada, Australia, Hong Kong, South
Africa, Japan or any other country where such publication or distribution would
violate applicable laws or rules or would require additional documents to be
completed or registered or require any measure to be undertaken, in addition to
the requirements under Finnish law. For further information, see “Important
notice” below.
The Boards of Directors of YIT Corporation (“YIT”) and Lemminkäinen Corporation
(“Lemminkäinen”) announce to have agreed upon the combination of the two
companies through a merger.
· The combination will create a financially strong company with urban
development as the engine for growth and profitability. The companies’ business
areas will complement and balance each other and decrease sensitivity to
economic cycles.
· The preliminary combined annual revenue of the combined company is
approximately EUR 3.4 billion and operating profit approximately EUR 85 million
(IFRS, 2016). The combined company will employ around 10,000 employees located
in 11 different countries.
· The combination is expected to create significant value for the shareholders
of the combined company through decreased sensitivity to economic cycles and
improved competitiveness providing a strong platform for growth.
· The total synergies are expected to be approximately EUR 40 million
annually, and they are expected to materialise in full by the end of 2020.
· The combination will be implemented as a statutory absorption merger whereby
Lemminkäinen will be merged into YIT.
· Lemminkäinen’s shareholders will receive as merger consideration 3.6146 new
shares in YIT for each share in Lemminkäinen owned by them, corresponding to an
ownership in the combined company post-completion of 60% for YIT shareholders
and 40% for Lemminkäinen shareholders.
· Based on the latest three-month volume-weighted average share prices of
both YIT and Lemminkäinen, the corresponding ownership of YIT and Lemminkäinen
shareholders would have been approximately 67.1% and 32.9%,
respectively.[1] (https://yitgroup.sharepoint.com/teams/focus/Team%20Documents/06
.%20Communications/Dio%20external/Dion%20launch
-tiedote%20ENG_SUPERFINAL.DOCX#_ftn1)
· The completion of the combination is subject to, inter alia, approval by the
Extraordinary General Meetings (each, an “EGM”) of YIT and Lemminkäinen, which
are currently expected to be held on September 12, 2017 as well as approvals
from competition authorities.
· The combined company has obtained necessary commitments for the financing of
the completion of the merger.
· Shareholders holding in aggregate approximately 64% of the shares in
Lemminkäinen and shareholders holding in aggregate approximately 20% of the
shares in YIT, have undertaken to attend the companies’ respective EGMs and to
vote in favour of the combination.
· The combination is intended to be completed on either November 1, 2017 or
January 1, 2018, as possible.
· The preliminary long-term financial targets of the combined company will be
return on capital employed (ROCE) of more than 12 percent, equity ratio above 40
percent, positive cash flow after dividends as well as annually growing dividend
per share.
Matti Vuoria, Chairman of the Board of YIT, comments: “Lemminkäinen and YIT are
both increasingly international, solid Finnish companies with more than 100
years of history and a versatile know-how and strong foothold in their operating
areas. The combination of YIT and Lemminkäinen creates a strong Northern
European playmaker and a reformer.”
Berndt Brunow, Chairman of the Board of Lemminkäinen comments: “During the last
three years, Lemminkäinen’s management has focused on a turnaround –
strengthening the company’s financial position as well as operational
efficiency. This unique merger in the Finnish construction industry creates a
significant company on a Nordic scale. The combined company has a strong
financial position, strong cash flow and over 100 years of experience from the
construction industry. The synergies from the merger are significant. They will
enable the combined company to become also a competitive player on the Northern
European markets.”
Kari Kauniskangas, President and CEO of YIT comments: “The combination is a
strategically important step for both companies and it creates a platform for
the growth into one of the leading urban developers in the Northern European
construction market. I believe that the combination creates a player whose
active development work further enhances customer experience and the
competitiveness of the company. The combination also creates new career
opportunities for personnel for example in demanding projects combining
infrastructure, business premises and housing.”
Press and analyst conference
A joint press conference and conference call will be held today, June 19, 2017,
at 10:00 a.m. EEST at Pörssitalo (Fabianinkatu 14) in Helsinki, Finland. Please
see below for additional details.
BACKGROUND TO THE COMBINATION
YIT and Lemminkäinen are construction companies operating in the Northern
European market with significant presence in Finland and reputable brands in the
Nordic countries as well as in Russia and Eastern Europe. Both companies have in
recent years been adjusting to the changing market conditions by focusing on
operational and capital efficiency. Now, with improved and more efficient
operations, the companies are well positioned to benefit from the improving
market sentiment as well as strengthen their market position and thereby improve
profitability.
The combination of YIT and Lemminkäinen is a natural step in the development of
both companies as it will respond to the customers’ changed behaviour, improve
cost-competitiveness and decrease sensitivity to economic cycles. The more
balanced product and service offering and wider geographical presence are
expected to provide new growth opportunities for the combined company as well as
enable development of new product concepts. Further, the combination supports
the strategic aspirations of both companies and is expected to increase
shareholder value to the shareholders of the combined company. The Boards of
Directors of YIT and Lemminkäinen have, on June 19, 2017, signed a combination
agreement (the “Combination Agreement”) and a merger plan concerning the
combination.
THE RATIONALE OF THE COMBINATION
The combination provides a strong platform for future growth through increased
economies of scale. The combined company will have a wide presence in several
economic regions where it can accelerate growth while simultaneously reducing
sensitivity on country-specific construction cycles. Market conditions among key
growth markets of the combined company have improved and the efficiency and
development programmes implemented by both companies in recent years will
support the development of competitiveness and profitability.
The combination is a strategically important leap to create a platform to grow
to one of the leading urban developers in the Northern European construction
market. The combination of YIT and Lemminkäinen will form a balanced business
portfolio of Housing, Business Premises, Infrastructure and Partnership
Properties (a new business area as of January 1, 2018). Together, the companies
can leverage their wide professional network to provide customers cost
-competitive yet high quality and complex solutions. The companies will create a
broad project execution platform for their diversified customer base. The
broadened service offering will decrease the combined company’s sensitivity to
economic fluctuations, which will support cash flow generation and help the
combination to reach its growth targets. Furthermore, employees will gain
improved career opportunities under a larger corporation and the combination is
expected to be an attractive employer for both existing and new talent.
Through the combination, the combined company's risk profile will be reduced and
financial position improved. The counter-cyclicality of business operations
provides operative stability which supports strategic planning and resource
management. In addition, the benefits of scale enable new market opportunities
and ability to capture larger projects. The increased size and strengthened
capital base of the combined company is also expected to improve financing
options and reduce financial costs.
The combination of YIT and Lemminkäinen is expected to create significant value
for the shareholders of the combined company through synergies resulting from
the coordination of the operations of the two companies and through increasing
business opportunities. The total synergies are expected to be approximately EUR
40 million annually, and they are expected to materialise in full by the end of
2020. The majority of the planned synergies are expected to be achieved through
decreasing administrative costs, developing procurement, organisational
improvements and coordinating ways of working and processes. The integration of
operations will commence immediately after the completion of the proposed
merger. Integration costs of approximately EUR 40 million are expected to have a
nonrecurring cash flow impact for the years 2017–2019. YIT and Lemminkäinen will
inform, consult and negotiate with relevant employee organisations regarding the
social, economic and legal consequences of the proposed combination in
accordance with the requirements of applicable laws. The combined company will
continue to evaluate additional synergies beyond the current plan.
The growth opportunities and advantages of synergies provided by the combination
are expected to increase the combined company’s attractiveness as an investment
case. Furthermore, the more balanced and improved risk profile and improving
competitiveness of the combined company are expected to enable attractive and
growing dividends to the shareholders in the future.
THE COMBINED COMPANY
Overview
The aim of the combined company is to become one of the leaders in urban
development with preliminary combined annual revenue of approximately EUR 3.4
billion and operating profit of approximately EUR 85 million (IFRS, based on the
twelve months ended December 31, 2016), which has approximately 10,000
employees. The combined company will have operations in 11 countries (Finland,
Russia, Sweden, Norway, Denmark, Estonia, Latvia, Lithuania, Czech Republic,
Slovakia, Poland) and a strong position in its business areas:
· Housing: Construction and development of apartments and entire residential
areas.
· Business Premises: Construction and development of offices, business,
production and logistics premises and public buildings, solutions for the health
care sector, and property development services. Renovation is also part of the
service portfolio.
· Infrastructure: Road and street construction, including bridges, underground
construction, earth and foundation construction, building of energy, water
supply and industrial plants, paving, as well as maintenance.
· Partnership Properties (a new business area as of January 1, 2018):
Financing the development of significant projects as well as owning and timely
divestment of plots and developed properties.
Board of Directors and Management
The Shareholders’ Nomination Board of YIT, after consultation with the Board’s
Nomination Committee of Lemminkäinen, proposes to the Extraordinary General
Meeting of YIT resolving on the merger that Erkki Järvinen, Inka Mero and Tiina
Tuomela, each a current member of the Board of Directors of YIT, be
conditionally elected to continue to serve on the Board of Directors of YIT
following the completion of the combination and that Harri-Pekka Kaukonen,
Juhani Mäkinen and Kristina Pentti-von Walzel, each a current member of the
Board of Directors of Lemminkäinen, be conditionally elected as members of the
Board of Directors of YIT following the completion of the combination and that
as Chairman of the Board of Directors of the combined company would be elected
Matti Vuoria, the current Chairman of the Board of Directors of YIT, and as Vice
-Chairman of the Board of Directors would be elected Berndt Brunow, the current
Chairman of the Board of Directors of Lemminkäinen.
Kari Kauniskangas would continue as YIT’s President and CEO following the
combination and Ilkka Salonen, the current CFO of Lemminkäinen, would be
appointed as the CFO.
Ownership structure and corporate governance
Pursuant to the merger plan, Lemminkäinen shareholders will receive as merger
consideration 3.6146 new shares in YIT for each share in Lemminkäinen owned by
them, corresponding to an ownership in the combined company post-completion of
60% for YIT shareholders and 40% for Lemminkäinen shareholders, assuming, that
none of Lemminkäinen shareholders demands redemption of his/her shares at the
EGM resolving on the merger. The table below illustrates the largest owners of
the combined company (as per May 31, 2017), assuming all current YIT and
Lemminkäinen shareholders are shareholders also at the completion of the
combination.
Shareholder Shares % of total shares
1 Varma Mutual Pension Insurance 15,945,976 7.6 %
Company
2 PNT Group 15,296,799 7.2 %
Oy
3 Pentti Heikki Oskari 8,146,217 3.9 %
Estate
4 OP funds 5,125,392 2.4 %
5 Forstén Noora Eva 5,115,530 2.4 %
Johanna
6 Herlin 4,710,180 2.2 %
Antti
7 Pentti Lauri Olli 4,198,846 2.0 %
Samuel
8 Elo Mutual Pension Insurance 3,549,055 1.7 %
Company
9 Ilmarinen Mutual Pension 3,192,535 1.5 %
Insurance
Company
10 Fideles 3,188,800 1.5 %
Oy
11 The State Pension 2,975,000 1.4 %
Fund
12 Vimpu Intressenter 2,873,607 1.4 %
Ab
13 Danske Invest 2,821,025 1.3 %
funds
14 Pentti-von Walzel Anna Eva 2,749,192 1.3 %
Kristina
15 Pentti-Kortman Eva 2,715,410 1.3 %
Katarina
16 Etera Mutual Pension Insurance 2,662,224 1.3 %
Company
17 Pentti Timo Kaarle 2,368,575 1.1 %
Kristian
18 Mariatorp 2,349,490 1.1 %
Oy
19 Wipunen varainhallinta 2,349,490 1.1 %
oy
20 Mandatum Life Unit 2,100,557 1.0 %
-Linked
Top 20 total 94,433,900 44.7 %
Nominee registered 40,090,483 19.0 %
Other 76,575,470 36.3 %
Total shares 211,099,853 100.0 %
The combined company is proposed to be called YIT Corporation.
Illustrative Combined Financial Information
Basis for preparation
The illustrative unaudited financial information presented below is based on
YIT’s and Lemminkäinen’s audited consolidated financial statements for the year
ended December 31, 2016 and unaudited consolidated interim financial information
for the three months ended March 31, 2017. The illustrative statement of
financial position information presented is based on the consolidated statement
of financial position information of both companies as at March 31, 2017.
The illustrative combined financial information is presented for illustrative
purposes only. The illustrative combined income statement information, statement
of financial position and key figures have been presented as if the business had
been carried on in the same group from the beginning of each period. The
illustrative combined net sales, adjusted operating profit and operating profit
of the combined company have been calculated as a sum of YIT’s and
Lemminkäinen’s combined financial information for the twelve months ended
December 31, 2016 and for the three months ended March 31, 2017. The combined
statement of financial position, equity ratio, interest-bearing net debt and
gearing illustrates the impact of the combination as if it had occurred on March
31, 2017.
The combined financial information is based on a hypothetical situation and
should not be viewed as pro forma financial information inasmuch as any purchase
price allocation, differences in accounting principles, adjustments related to
transaction costs and impacts of the possible refinancing have not been taken
into account. The difference between the preliminary merger consideration which
has been calculated based on the closing price of the shares in YIT on May 31,
2017, totalling EUR 631.6 million, and Lemminkäinen’s net assets as at March 31,
2017, totalling EUR 378.0 million, has been allocated to non-current assets. In
said figures, Lemminkäinen’s hybrid loan has been treated as debt. The expected
synergies have not been included.
The actual financial information for the combined group will be calculated based
on the final merger consideration and the fair values of Lemminkäinen’s
identifiable assets and liabilities as at the date of completion of the
combination, including the impacts of possible refinancing that is contingent on
the completion of the combination. The combined company’s financial information
that will be published in the future following the completion of the combination
could therefore differ significantly from the illustrative combined financial
information presented below. Accordingly, this information is not indicative of
what the combined company’s actual financial position, results of operations or
key figures would have been had the combination been completed on the dates
indicated. YIT will publish pro forma financial information in the merger
prospectus assumed to be published by the end of August.
Combined income statement information
IFRS 1.1 - 1.1 -
31.12.2016 31.3.2017
EUR million Combined YIT Lemminkäinen Combined YIT Lemminkäinen
Net sales 3,361.0 1,678.3 1,682.7 692.5 452.2 240.3
Operating 85.2 17.7 67.6 -28.1 4.7 -32.9
profit
Operating 2.5% 1.1% 4.0% -4.1% 1.0% -13.7%
profit
-%
Operating 89.7 44.7 45.1 -24.7 4.7 -29.5
profit
(adjusted)
1
Operating 2.7% 2.7% 2.7% -3.6% 1.0% -12.3%
profit
-%
(adjusted)1
1) The combined adjusted operating profit have been adjusted based on YIT’s and
Lemminkäinen’s published financial statements and interim financial information.
The transactions between YIT and Lemminkäinen have not been eliminated from the
combined income statement information. The combined net sales include
transactions between YIT and Lemminkäinen that amounted to EUR 11.5 million for
the financial year ended December 31, 2016 and EUR 1.3 million for the three
months’ interim period ended March 31, 2017. The transactions between YIT and
Lemminkäinen did not have a significant impact on the combined operating profit
or adjusted operating profit.
Combined Statement of Financial Position and Key Figures Information
IFRS 31.3.2017
EUR million Combined YIT Lemminkäinen
Non-current assets1 874.5 248.5 248.0
Current assets excl. 2,614.3 2,008.8 605.5
cash and cash
equivalents
Cash and cash 155.2 77.7 77.5
equivalents2
Total assets 3,644.0 2,335.0 931.0
Total equity1,2,3 1,201.1 569.5 288.5
Non-current 572.0 385.7 151.5
liabilities3
Current liabilities2 1,870.8 1,379.7 491.1
Total equity and 3,644.0 2,335.0 931.0
liabilities
IFRS 31.3.2017
EUR million Combined YIT Lemminkäinen
Interest-bearing net debt at 723.5 551.1 137.6
the end of the period 3,4
Gearing at the end of the 63.5% 103.6% 47.7%
period %3,5
Equity ratio at the end of 40.3% 31.1% 37.3%
the period %3
1) In the combined statement of financial position information, the difference
between the preliminary merger consideration which has been calculated based on
the closing price of the shares in YIT on May 31, 2017 and Lemminkäinen’s net
assets as at March 31, 2017, totalling EUR 378.0 million, has been allocated to
non-current assets. In said figures, Lemminkäinen’s hybrid loan has been treated
as debt. The preliminary merger consideration, totalling EUR 631.6 million, has
been allocated to total equity.
2) The annual general meeting of YIT held on March 16, 2017 resolved to
distribute EUR 27.6 million as dividends and the annual general meeting of
Lemminkäinen held on March 28, 2017 resolved to distribute EUR 15.3 million as
dividends. The dividends have been recorded to decrease consolidated total
equity and to increase current liabilities in both companies’ statement of
financial position as at March 31, 2017. The dividend liabilities are not
interest-bearing net debt and have thus not been taken into account in the
gearing as at March 31, 2017. The dividend distribution decreased the combined
cash and cash equivalents by EUR 42.9 million in April 2017.
3) The interest-bearing net debt reported by Lemminkäinen as at March 31, 2017
has been presented to treat the book value of the hybrid loan, EUR 34.8 million,
as an equity item. In the illustrative combined financial information the hybrid
loan has been treated as debt and hence is included in the combined interest
-bearing net debt, gearing and equity ratio.
4) The combined and YIT’s interest-bearing net debt has been calculated by
deducting the cash and cash equivalents and interest bearing assets from the
interest-bearing liabilities.
5) Gearing ratio is calculated by dividing the difference in interest-bearing
debt and cash and cash equivalents with equity attributable to the equity
holders of the parent company.
Financial Targets
The Boards of Directors of YIT and Lemminkäinen have together with the
management of the companies considered appropriate financial targets for the
combined company and agreed on the following framework. Subsequent to the
completion of the combination, the new management team of the combined company
will together with the Board of Directors of the combined company refine and
possibly adapt these targets.
The long term financial targets of the combined company would preliminarily
include:
- return on capital employed of more than 12 percent
(ROCE >12%);
- equity ratio above 40 percent;
- positive cash flow after dividends;
- annually growing dividend per share.
THE MERGER
Merger in brief
The proposed combination of YIT and Lemminkäinen will be executed through a
statutory absorption merger pursuant to the Finnish Companies Act in such a
manner that all assets and liabilities of Lemminkäinen are transferred without a
liquidation procedure to YIT. As a consequence of the completion of the merger,
Lemminkäinen will dissolve and automatically cease to exist as a separate legal
entity. Lemminkäinen’s shareholders will receive as merger consideration 3.6146
new shares in YIT to be issued for each share in Lemminkäinen. The aggregate
number of the new shares in YIT to be issued is expected to be 83,876,431 shares
(excluding treasury shares held by Lemminkäinen and assuming that none of
Lemminkäinen’s shareholders will demand redemption of his/her shares at the EGM
of Lemminkäinen resolving on the merger).
Lemminkäinen has received an advance tax ruling from the Finnish Large Tax
Payer’s Office (Konserniverokeskus) according to which the statutory merger will
be treated as a tax neutral merger as defined in Section 52 a of the Finnish
Business Income Tax Act.
The completion of the merger is subject to, inter alia, approval by the EGMs of
YIT and Lemminkäinen currently expected to be held on September 12, 2017 so that
shareholders representing more than 20% of the shares in Lemminkäinen have not
demanded redemption of their shares. The completion of the merger is also
subject to obtaining of necessary merger control approvals, availability of the
financing agreed for the purpose of the merger in accordance with its terms and
conditions, there being no event of default under any arrangement in respect of
financial indebtedness of either company having an outstanding principal value
of no less than EUR 90,000,000, no material adverse effect having taken place as
well as the Combination Agreement remaining in force. The companies will publish
the invitations to their respective EGMs through separate stock exchange
releases later.
The merger plan is included as an annex to this stock exchange release and
contains information, inter alia, on the merger consideration to Lemminkäinen’s
shareholders, the planned timetable for completion of the merger, the division
of Lemminkäinen’s assets and liabilities to YIT and the conditions for the
completion of the statutory merger.
Further information about the combination, the merger and the combined company
will also be available in a merger prospectus to be published by YIT prior to
the EGMs of YIT and Lemminkäinen.
Preliminary timetable
· End of August 2017: Publication of merger prospectus
· September 12, 2017: EGMs of YIT and Lemminkäinen
· Either November 1, 2017 or January, 1 2018, as possible: Expected completion
of the merger
Combination Agreement in brief
YIT and Lemminkäinen have on June 19, 2017 entered into a Combination Agreement,
pursuant to which YIT and Lemminkäinen have agreed to combine their business
operations through a statutory absorption merger pursuant to the Finnish
Companies Act.
The Combination Agreement contains certain customary representations and
warranties as well as undertakings, such as, inter alia, each party conducting
its business in the ordinary course of business before the completion of the
merger, keeping the other party informed of any and all matters that may be of
material relevance for the purposes of effecting the completion of the merger,
preparing the necessary regulatory filings and notifications in cooperation with
the other party, cooperating with the other party in relation to the financing
of the combined company and the negotiations to be conducted with the creditors
potentially opposing the merger. In addition, YIT and Lemminkäinen each
undertake not to solicit proposals competing with the transaction agreed in the
Combination Agreement, to inform each other about any competing proposals, and
to provide the other party a reasonable opportunity to negotiate with the Board
of Directors of the contacted party about matters arising from the competing
proposal. The companies’ Boards of Directors may decide to recommend a competing
proposal only if required to do so in order to comply with their fiduciary
duties pursuant to the Finnish Companies Act. At the request of the other party
the Board of Directors in question shall, however, always convene an EGM to
resolve on the merger pursuant to the Combination Agreement.
YIT and Lemminkäinen give each other customary reciprocal representations and
warranties related to, inter alia, authority to enter into the Combination
Agreement, due incorporation, status of the shares in the respective company,
preparation of financial statements and interim reports, compliance with
applicable licenses, laws and agreements, legal proceedings, ownership of
intellectual property, taxes, employees and completeness of the due diligence
materials provided to the other party.
YIT and Lemminkäinen shall bear their own fees, costs and expenses incurred in
connection with the merger.
The Combination Agreement may be terminated by mutual written consent duly
authorized by the Boards of Directors of YIT and Lemminkäinen. Each of YIT and
Lemminkäinen may terminate the Combination Agreement inter alia if (i) the
merger has not been completed by 1 April 2018, unless such date has not under
certain circumstances been postponed by a maximum of three (3) months; (ii) the
EGMs of YIT and Lemminkäinen have failed to approve the merger; (iii) if any
governmental entity (including any competition authority) gives an order or
takes any regulatory action that is non-appealable and conclusively prohibits
the completion of the merger; or (iv) in case of a material breach by the other
party of any of the representations, warranties, covenants or undertakings under
the Combination Agreement if such breach has resulted, or could reasonably be
expected to result, in a material adverse effect, as describe in the Combination
Agreement, in respect of the YIT group, the Lemminkäinen group or the group of
the combined company. If the Combination Agreement is terminated due to the EGM
of either YIT or Lemminkäinen having failed to approve the merger, the company
in question shall reimburse the other party the reasonable transaction costs.
Fairness Opinion
With support in their assessments in the form of a fairness opinion from the
respective financial advisors of YIT and Lemminkäinen, the Boards of Directors
of YIT and Lemminkäinen have concluded that the merger and the merger
consideration are in the best interest of the respective companies and their
respective shareholders.
Financing
YIT has obtained a commitment for financing of the merger from Nordea and Danske
Bank. The new financing arranged in connection with the combination consists of
a EUR 240 million Bridge Term Facility, available from the completion date of
the merger. The bridge facility has a maturity date falling twelve (12) months
after the signing of the Bridge Term Facility agreement, but includes a
continuation option of six (6) months. The intention of YIT and Lemminkäinen is
to obtain certain waivers and amendments for their existing financing
arrangements. In addition to the above, YIT is planning to arrange for the
combined company a Revolving Credit Facility to correspond to the financing
needs of the combined company. If the new credit facility cannot be arranged,
YIT’s current revolving credit facility agreement will remain in force.
Shareholder Support
Shareholders holding in aggregate approximately 20% of the shares and votes in
YIT, including Elo Mutual Pension Insurance Company, Etera Mutual Pension
Insurance Company, Antti Herlin (himself and through his controlled companies),
Ilmarinen Mutual Pension Insurance Company, Kaleva Mutual Insurance Company,
Mandatum Life Insurance Company Limited and Varma Mutual Pension Insurance
Company, and shareholders holding in aggregate approximately 64% of the shares
and votes in Lemminkäinen, including among others certain members of the Pentti
family and companies controlled by them, Etera Mutual Pension Insurance Company,
Ilmarinen Mutual Pension Insurance Company and Varma Mutual Pension Insurance
Company, have undertaken, subject to certain customary conditions, to attend the
respective EGMs of YIT and Lemminkäinen and to vote in favour of the
combination.
Advisors
YIT is being advised by Summa Capital Oy as financial advisor, and Roschier,
Attorneys Ltd. as legal advisor. Lemminkäinen is being advised by Nordea as
financial advisor, and Hannes Snellman Attorneys Ltd as legal advisor.
YIT
Corporation
Lemminkäinen Corporation
Board of Directors Board of
Directors
PRESS AND ANALYST CONFERENCE
A joint press conference and conference call will be held today, June 19, 2017,
at 10:00 a.m. EEST, at Pörssitalo (Fabianinkatu 14) in Helsinki, Finland in the
English language.
The presentation held at the event will be made available on the corporate
websites of YIT and Lemminkäinen during today.
The press conference can be followed live as a webcast at the address:
http://qsb.webcast.fi/y/yit/yit_2017_0619_info/ (https://emea01.safelinks.protect
ion.outlook.com/?url=http%3A%2F%2Fqsb.webcast.fi%2Fy%2Fyit%2Fyit_2017_0619_info%2
F&data=02%7C01%7CHanna.Jaakkola%40yit.fi%7C6bd9718ebabe4786b62508d4acfba4d9%7Cde5
d17d0fbc24c29b0f7d6685b6c3ef0%7C0%7C0%7C636323644186696231&sdata=VOKSFHJlH1k36EMT
wE0kvBTd77J8iHerhNNuJhXw7F0%3D&reserved=0). A recording of the broadcast can be
viewed at the same address later today.
The press conference can also be attended via conference call. The conference
call can be attended by calling no later than five minutes before the start of
the event, i.e. 9:55 EEST. Conference call numbers are:
Participants from UK and outside of Nordic countries: +44 (0)330 336 9105
Participants from Sweden : + 46 (0)8 5033 6574
Participants from Norway: + 47 2100 2610
The participants are requested to insert the following conference code: 2337038.
ADDITIONAL INFORMATION:
YIT Corporation
Kari Kauniskangas
President and CEO
Tel. +358 40 570 1313
kari.kauniskangas@yit.fi
Esa Neuvonen
CFO
Tel. +358 40 500 1003
esa.neuvonen@yit.fi
Hanna Jaakkola
Vice President, Investor Relations
Tel. +358 40 5666 070
hanna.jaakkola@yit.fi
Hanna Malmivaara
Vice President, Corporate Communications
Tel. +358 40 561 6568
hanna.malmivaara@yit.fi
YIT Press Desk
Tel. +358 44 743 7536
press@yit.fi
Lemminkäinen Corporation
Casimir Lindholm
President and CEO
Tel. +358 20 71 53304
casimir.lindholm@lemminkainen.com
Ilkka Salonen
CFO
Tel. +358 20 71 53304
ilkka.salonen@lemminkainen.com
Susanna Inkinen
Vice President, Group Communications and Marketing
Tel. +358 20 71 54524
susanna.inkinen@lemminkainen.com
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
Information on YIT and Lemminkäinen in Brief
YIT creates better living environment by developing and constructing housing,
business premises, infrastructure and entire areas. Our vision is to bring more
life in sustainable cities. We want to focus on caring for customer, visionary
urban development, passionate execution and inspiring leadership. Our growth
engine is urban development involving partners. Our operating area covers
Finland, Russia, the Baltic countries, the Czech Republic, Slovakia and Poland.
In 2016, our revenue amounted to nearly EUR 1.7 billion, and we employ about
5,300 employees. Our share is listed on Nasdaq Helsinki. www.yitgroup.com
Lemminkäinen is an expert in complex infrastructure construction and building
construction in Northern Europe and one of the largest paving companies in its
market. Together with our customers and 4,700 professionals we employ, we build
a sustainable society. In 2016, our net sales were EUR 1.7 billion. Lemminkäinen
Corporation’s share is quoted on Nasdaq Helsinki Ltd. www.lemminkainen.com
IMPORTANT NOTICE
The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The information
contained herein is not for publication or distribution, directly or indirectly,
in or into Canada, Australia, Hong Kong, South Africa or Japan. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction. This release is not directed to, and is not intended
for distribution to or use by, any person or entity that is a citizen or
resident or located in any locality, state, country or other jurisdiction where
such distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such
jurisdiction.
This release does not constitute a notice to an EGM or a merger prospectus and
as such, does not constitute or form part of and should not be construed as, an
offer to sell, or the solicitation or invitation of any offer to buy, acquire or
subscribe for, any securities or an inducement to enter into investment
activity. Any decision with respect to the proposed statutory absorption merger
of Lemminkäinen into YIT should be made solely on the basis of information to be
contained in the actual notices to the EGM of YIT and Lemminkäinen, as
applicable, and the merger prospectus related to the merger as well as on an
independent analysis of the information contained therein. You should consult
the merger prospectus for more complete information about YIT, Lemminkäinen,
their respective subsidiaries, their respective securities and the merger.
No part of this release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or investment
decision whatsoever. The information contained in this release has not been
independently verified. No representation, warranty or undertaking, expressed or
implied, is made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the opinions
contained herein. Neither YIT nor Lemminkäinen, nor any of their respective
affiliates, advisors or representatives or any other person, shall have any
liability whatsoever (in negligence or otherwise) for any loss however arising
from any use of this release or its contents or otherwise arising in connection
with this release. Each person must rely on their own examination and analysis
of YIT, Lemminkäinen, their respective subsidiaries, their respective securities
and the merger, including the merits and risks involved.
This release includes “forward-looking statements.” These statements may not be
based on historical facts, but are statements about future expectations. When
used in this release, the words “aims,” “anticipates,” “assumes,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,”
“would” and similar expressions as they relate to YIT, Lemminkäinen, the merger
or the combination of the business operations of YIT and Lemminkäinen identify
certain of these forward-looking statements. Other forward-looking statements
can be identified in the context in which the statements are made. Forward
-looking statements are set forth in a number of places in this release,
including wherever this release include information on the future results, plans
and expectations with regard to the combined company’s business, including its
strategic plans and plans on growth and profitability, and the general economic
conditions. These forward-looking statements are based on present plans,
estimates, projections and expectations and are not guarantees of future
performance. They are based on certain expectations, which, even though they
seem to be reasonable at present, may turn out to be incorrect. Such forward
-looking statements are based on assumptions and are subject to various risks
and uncertainties. Shareholders should not rely on these forward-looking
statements. Numerous factors may cause the actual results of operations or
financial condition of the combined company to differ materially from those
expressed or implied in the forward-looking statements. Neither YIT nor
Lemminkäinen, nor any of their respective affiliates, advisors or
representatives or any other person undertakes any obligation to review or
confirm or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise after the date of this
release.
This release includes estimates relating to the synergy benefits expected to
arise from the merger and the combination of the business operations of YIT and
Lemminkäinen as well as the related integration costs, which have been prepared
by YIT and Lemminkäinen and are based on a number of assumptions and judgments.
Such estimates present the expected future impact of the merger and the
combination of the business operations of YIT and Lemminkäinen on the combined
company’s business, financial condition and results of operations. The
assumptions relating to the estimated synergy benefits and related integration
costs are inherently uncertain and are subject to a wide variety of significant
business, economic, and competitive risks and uncertainties that could cause the
actual synergy benefits from the merger and the combination of the business
operations of YIT and Lemminkäinen, if any, and related integration costs to
differ materially from the estimates in this release. Further, there can be no
certainty that the merger will be completed in the manner and timeframe
described in this release, or at all.
Notice to Lemminkäinen Shareholders in the United States
The YIT shares to be issued in connection with the merger have not been
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”) and are being issued in reliance on the exemption from registration set
forth in Rule 802 under the Securities Act.
YIT and Lemminkäinen are Finnish companies and the issuance of YIT shares will
be subject to procedural and disclosure requirements in Finland that may be
different from those of the United States. Any financial statements or other
financial information included in this release may have been prepared in
accordance with non-U.S. accounting standards that may not be comparable to the
financial statements of U.S. companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in the
United States.
It may be difficult for U.S. shareholders of Lemminkäinen to enforce their
rights and any claims they may have arising under U.S. federal securities laws
in connection with the merger, since YIT and Lemminkäinen are located in non
-U.S. jurisdictions, and some or all of YIT’s and Lemminkäinen’s officers and
directors may be residents of countries other than the United States. As a
result, U.S. shareholders of Lemminkäinen may not be able to sue YIT or
Lemminkäinen or their respective officers and directors in a court in Finland
for violations of U.S. federal securities laws. Further, it may be difficult to
compel YIT or Lemminkäinen to subject themselves to the jurisdiction or judgment
of a U.S. court.
Lemminkäinen’s shareholders should be aware that YIT may purchase Lemminkäinen’s
shares otherwise than under the merger, such as in open market or privately
negotiated purchases, at any time during the pendency of the proposed merger.
ANNEX 1
MERGER PLAN
----------------------------------------------------------------------
[1] (https://yitgroup.sharepoint.com/teams/focus/Team%20Documents/06.%20Communica
tions/Dio%20external/Dion%20launch-tiedote%20ENG_SUPERFINAL.DOCX#_ftnref1) Based
on the volume-weighted average prices of YIT (approximately EUR 7.01) and
Lemminkäinen (approximately EUR 18.63) on Nasdaq Helsinki during the latest
three months until June 16, 2017, said date included.
© 2024 Nasdaq, Inc. All Rights Reserved |