2023-06-08 11:00:00 CEST

2023-06-08 11:00:05 CEST


English
Nixu Oyj - Tender offer

Final result of DNV's Voluntary Recommended Public Cash Tender Offer for all Shares and Stock Options in Nixu: DNV Completes the Tender Offer


Nixu Corporation, Stock Exchange Release, June 8, 2023, 12.00 p.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THIS TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.

The global quality assurance and risk management provider DNV AS (“DNV” or the
“Offeror”) has on February 28, 2023, commenced a voluntary recommended public
cash tender offer for all the issued and outstanding shares (the “Shares” or,
individually, a “Share”) that are not held by cyber security services company
Nixu Corporation (“Nixu” or the “Company”) or any of its subsidiaries, and the
issued and outstanding stock options (the “Stock Options”) in Nixu (the “Tender
Offer”). The offer period for the Tender Offer commenced on February 28, 2023,
at 9:30 a.m. (Finnish time) and expired on June 5, 2023, at 4:00 p.m. (Finnish
time).

According to the final result of the Tender Offer, the 6,571,919 Shares tendered
in the Tender Offer represent approximately 88.3 percent of all the Shares and
voting rights carried by the Shares and, together with the 365,467 Shares held
by the Offeror, represent approximately 93.2 percent of all the Shares and
voting rights carried by the Shares (excluding shares held by Nixu or any of its
subsidiaries). In addition, 100 percent of the Stock Options have been tendered
in the Tender Offer, which implies, together with the tendered Shares and Shares
held by the Offeror, a holding of approximately 93.4 percent of all the Shares
and voting rights carried by the Shares on a fully diluted basis.

According to the terms and conditions of the Tender Offer, the completion of the
Tender Offer is subject to, among other things, the fulfilment or waiver by the
Offeror of the condition that the Tender Offer has been validly accepted with
respect to Shares representing, together with any Shares otherwise held by the
Offeror, more than 90 percent of the Shares and voting rights carried by the
Shares (the “Minimum Acceptance Condition”). As the Minimum Acceptance Condition
and all other conditions to completion have been satisfied, the Offeror will
complete the Tender Offer in accordance with its terms and conditions.

The offer price will be paid on or about June 12, 2023, to each shareholder of
Nixu and holder of Stock Options who has validly accepted the Tender Offer in
accordance with the terms and conditions of the Tender Offer. The offer price
will be paid in accordance with the payment procedures described in the terms
and conditions of the Tender Offer. The actual time of receipt of the payment by
tendering shareholders and holders of Stock Options of Nixu will depend on the
schedules of money transactions between financial institutions.

In order to allow also the remaining shareholders the possibility to accept the
Tender Offer, the Offeror has decided to commence a subsequent offer period for
the Shares in accordance with the terms and conditions of the Tender Offer (the
“Subsequent Offer Period”). The Subsequent Offer Period will commence on June 9,
2023 at 9:30 a.m. (Finnish time) and expire on June 26, 2023 at 4:00 p.m.
(Finnish time). 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. All acceptances will be binding and cannot be
withdrawn. Further instructions can be obtained from Nordea Bank Abp (“Nordea”)
by tender.offers@nordea.com. Nordea will not be engaging in communications
relating to the Tender Offer with shareholders located within the United States
(whether on a reverse inquiry basis or otherwise). Shareholders who are located
within the United States may contact their brokers for necessary information.

The Offeror will announce the preliminary percentage of the Shares validly
tendered during the Subsequent Offer Period on or about June 27, 2023, and the
final percentage on or about June 29, 2023. The offer price will be paid to each
shareholder who has validly accepted, and not validly withdrawn, the Tender
Offer during the Subsequent Offer Period on or about July 3, 2023. The actual
time of receipt of the payment by tendering shareholders of Nixu will depend on
the schedules of money transactions between financial institutions.

It is the Offeror's intention to acquire all the Shares and to apply for the
Shares to be delisted from Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) as soon as
permitted and reasonably practicable under the applicable laws and regulations
and the rules of Nasdaq Helsinki. As the Offeror's ownership in Nixu will exceed
90 percent of the Shares and voting rights carried by the Shares after the
settlement of the Shares tendered in the Tender Offer, the Offeror intends to
initiate compulsory redemption proceedings to acquire the remaining Shares in
accordance with the Finnish Companies Act.

The Offeror may acquire Shares and/or Stock Options on or after the date of this
release in public trading on Nasdaq Helsinki or otherwise.

Advisors

Nordea Bank Abp acts as financial advisor to DNV in connection with the Tender
Offer and arranger in relation to the Tender Offer outside the United States. In
addition, DNV has retained White & Case LLP as legal advisor in connection with
the Tender Offer and Miltton Ltd as the communication advisor.

Nixu has retained Danske Bank as financial advisor and Borenius Attorneys Ltd as
legal advisor in connection with the Tender Offer.

Media and Investor Enquiries

Anniina Hautakoski, Nixu

anniina.hautakoski@nixu.com

+358 50 598 8304

Robert Coveney, DNV

rob.coveney@dnv.com

+44 7753 294 635

Leena Viitanen, Miltton

leena.viitanen@miltton.com

+358 40 7371 464

Information about the Tender Offer is made available at
www.tenderoffer.fi/en/nixu/ and www.nordea.fi/nixu
-offer (https://www.nordea.fi/en/personal/our-services/savings
-investments/investments/nixu-ostotarjous.html).

For administrative questions regarding the Tender Offer, please contact your
bank or nominee where you have your Shares registered.

About DNV

DNV is an independent assurance and risk management provider operating in more
than 100 countries with the purpose of safeguarding life, property, and the
environment. Headquartered in Oslo, Norway, DNV has Nordic roots and a global
footprint. The foundation-owned company employs nearly 13,000 experts to advance
safety and sustainable performance, set industry standards and invent solutions
for more than 100,000 customers across multiple industries including maritime,
energy, automotive, food and beverage, and healthcare.

About Nixu

Nixu is a cyber security services company that has been shaping the future
through cyber security for over three decades. The Company makes cyberspace a
secure place and helps clients ensure business resilience with peace of mind.
Nixu has Nordic roots, and employs around 400 of the best professionals in
Finland, Sweden, the Netherlands, Denmark, and Romania. Nixu's experts are
safeguarding the most demanding environments of some of the largest
organizations in the world across all industries. Nixu's shares are listed on
Nasdaq Helsinki.

Important Information

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA 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 BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED
HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES 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 THE TENDER OFFER OR ACCEPTANCE THEREOF 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.

THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF
NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY
NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN
PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for Shareholders of Nixu in the United States

The Tender Offer will be made for the issued and outstanding shares in Nixu,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States in
compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and the applicable rules and regulations
promulgated thereunder, including Regulation 14E (in each case, subject to any
exemptions or relief therefrom, if applicable) and otherwise in accordance with
the disclosure and procedural requirements of Finnish law, including with
respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver
of conditions and timing of payments, which are different from those of the
United States. Shareholders in the United States are advised that the Shares are
not listed on a U.S. securities exchange and that Nixu is not subject to the
periodic reporting requirements of the Exchange Act and is not required to, and
does not, file any reports with the U.S. Securities and Exchange Commission (the
“SEC”) thereunder.

The Tender Offer is made to Nixu's shareholders resident in the United States on
the same terms and conditions as those made to all other shareholders of Nixu to
whom an offer is made. Any information documents, including this release, are
being disseminated to U.S. shareholders on a basis comparable to the method that
such documents are provided to Nixu's other shareholders.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its broker's affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this release and during the pendency of the Tender Offer, and other than
pursuant to the Tender Offer and combination, directly or indirectly, purchase
or arrange to purchase, the Shares or any securities that are convertible into,
exchangeable for or exercisable for such Shares. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. To the extent information about such purchases or
arrangements to purchase is made public in Finland, such information will be
disclosed by means of a stock exchange or press release or other means
reasonably calculated to inform U.S. shareholders of Nixu of such information.
In addition, the financial advisers to the Offeror may also engage in ordinary
course trading activities in securities of Nixu, which may include purchases or
arrangements to purchase such securities. To the extent required in Finland, any
information about such purchases will be made public in Finland in the manner
required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of this
release. Any representation to the contrary is a criminal offence in the United
States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
holder of Shares is urged to consult its independent professional adviser
immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for Nixu's shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws since the
Offeror and Nixu are located in non-U.S. jurisdictions and some or all of their
respective officers and directors may be residents of non-U.S. jurisdictions.
Nixu's shareholders may not be able to sue the Offeror or Nixu or their
respective officers or directors in a non-U.S. court for violations of the U.S.
federal securities laws. It may be difficult to compel the Offeror and Nixu and
their respective affiliates to subject themselves to a U.S. court's judgment.

Forward-looking Statements

This release contains statements that, to the extent they are not historical
facts, constitute “forward-looking statements.” Forward-looking statements
include statements concerning plans, expectations, projections, objectives,
targets, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs, plans or intentions relating to
acquisitions, competitive strengths and weaknesses, plans or goals relating to
financial position, future operations and development, business strategy and the
trends in the industries and the political and legal environment and other
information that is not historical information. In some instances, they can be
identified by the use of forward-looking terminology, including the terms
“believes,” “intends,” “may,” “will” or “should” or, in each case, their
negative or variations on comparable terminology. By their very nature, forward
-looking statements involve inherent risks, uncertainties and assumptions, both
general and specific, and risks exist that the predictions, forecasts,
projections and other forward-looking statements will not be achieved. Given
these risks, uncertainties and assumptions, investors are cautioned not to place
undue reliance on such forward-looking statements. Any forward-looking
statements contained herein speak only as at the date of this release.

Disclaimer

Nordea Bank Abp is acting as financial adviser to the Offeror and arranger
outside of the United States and no one else in connection with the Tender
Offer, and will not regard any other person as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Offeror for
providing the protection afforded to clients of Nordea Bank Abp, nor for
providing advice in relation to the Tender Offer or the other matters referred
to in this release. For the avoidance of doubt, Nordea Bank Abp is not
registered as a broker or dealer in the United States of America and will not be
engaging in direct communications relating to the Tender Offer with investors
located within the United States (whether on a reverse inquiry basis or
otherwise). U.S. shareholders should contact their brokers with any questions
relating to the Tender Offer.

Danske Bank A/S is authorized under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228.

Danske Bank A/S (acting via its Finland Branch) is acting as financial adviser
to the Company and no other person in connection with these materials or their
contents. Danske Bank A/S will not be responsible to any person other than the
Company for providing any of the protections afforded to clients of Danske Bank
A/S, nor for providing any advice in relation to any matter referred to in these
materials. Without limiting a person's liability for fraud, Danske Bank A/S nor
any of its affiliates nor any of its respective directors, officers,
representatives, employees, advisers or agents shall have any liability to any
other person (including, without limitation, any recipient) in connection with
the Tender Offer.