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2007-12-10 08:28:45 CET 2007-12-10 08:28:45 CET REGULATED INFORMATION Kasola Oyj - Company AnnouncementKASOLA PLC'S BOARD OF DIRECTORS STATEMENT IN RELATION TO JOHN NURMINEN OY'S MANDATORY TENDER OFFERKasola PLC Stock Exhange Release 10 December 2007 KASOLA PLC'S BOARD OF DIRECTORS STATEMENT IN RELATION TO JOHN NURMINEN OY'S MANDATORY TENDER OFFER Maturiala, Jari Bachmann, Sanni Bachmann and Kirta Forsström (hereinafter jointly “Principal Owners”) and John Nurminen LLC (hereinafter “John Nurminen”) and in part Kasola PLC (hereinafter “Kasola”) have on 7 September 2007 made a basic agreement (hereinafter “Basic Agreement”) regarding the below presented overall arrangement (hereinafter “Arrangement”). On the date of this statement the following transactions relating to the Arrangement have been completed or will be completed: Kasola has sold its current business, including Kaso Oy and MK-Tresmer Oy shares as well the real estates and leaseholds (including the buildings) owned by Kasola to the Principal Owners or a party appointed by the Principal Owners; Kasola as the acquiring company in John Nurminen's overall demerger will acquire John Nurminen's logistics business and will give the shareholders of John Nurminen 9,999,989 Kasola's new shares; a public tender offer for Kasola's shares will be launched (i.e. the mandatory tender offer referred to in this statement) for the price of EUR 5 per share; Kasola will remove voting shares (K-class) by converting the K-class shares into A-class shares. As a compensation for the loss of voting rights Kasola will give gratuitously four new A-class shares in the Company for each five K-class shares, altogether 240,000 new Kasola shares. John Nurminen, and after the demerger new John Nurminen Oy, undertakes to buy from the Kasola shareholders 60 percent of the Kasola shares owned by them for the price of EUR 6.80 per share that are in their possession on all of the following three dates which are: a) the bank day (7 December 2007 by estimate) preceding mandatory tender offer b) the bank day (14 January 2008 by estimate) following the settlement day of mandatory tender offer c) 30 June 2010. Should the number of shares held by a shareholder vary on the three dates referred to above, the 60 percent quota will be calculated of the lowest number of shares. Kasola has sold its business and the company has not had any ordinary business operations after 30 November 2007. After the Principal Owners and John Nurminen made the Basic Agreement and John Nurminen became a shareholder in Kasola on 7 September 2007, John Nurminen and the Principal Owners were - in accordance with the decision given by the Financial Supervision Authority (register number 30/252/2007) - obliged to make a mandatory tender offer (hereinafter “Tender Offer Obligation”) for shares in Kasola. As agreed in the Basic Agreement, John Nurminen, new John Nurminen Oy and Juha Nurminen accepted the responsibility for all liabilities of the Principal Owners concerning the mandatory tender offer. John Nurminen, the Principal Owners and new John Nurminen Oy (hereinafter “Offerors”) have announced that they will make the mandatory tender offer referred to in this statement (hereinafter “Tender Offer”) for all A-class shares in Kasola. The offer consideration for the shares is EUR 5.00 (hereinafter “Offer Consideration”) in cash for each A-class share in respect of which the Tender Offer has been validly approved in accordance with the terms and conditions of the Tender Offer. The Tender Offer period will begin on 10 December 2007 at 10:00 (Finnish time) and will end on 4 January 2008 at 16:00 (Finnish time), unless the Tender Offer period is extended. The Offerors have provided the Board of Directors of Kasola with the latest version of tender offer document delivered to Financial Supervision Authority (hereinafter “Tender Offer Document”). After having evaluated the Tender Offer and its conditions the Board of Directors of Kasola issues its statement referred to in Chapter 6 of Finnish Securities Markets Act and recommendation regarding the procedures in takeover bids (Helsinki Takeover Code). The closing price of Kasola's A-class shares on 6 September 2007, i.e. the bank day preceding the Tender Offer Obligation, was EUR 3.5. The trading-volume-weighted average price of Kasola shares on the Helsinki Stock Exchange over a three-month period preceding the Tender Offer Obligation, i.e. from 7 June 2007 to 6 September 2007, equaled EUR 3.63. Correspondingly, the volume-weighted average price during the twelve months preceding the Tender Offer Obligation, i.e. from 7 September 2006 to 6 September 2007, was equal to EUR 3.61. The Offer Consideration of EUR 5.00 corresponds to a premium of approximately 42.9 percent compared with the Kasola share's closing price in the Helsinki Stock Exchange on 6 September 2007 and to a premium of approximately 37.7 percent compared with the volume-weighted average price during the three (3) months preceding the Tender Offer Obligation. The premium compared with the volume-weighted average price during the 12 months preceding the Tender Offer Obligation equals approximately 38.3 percent. Based on the Tender Offer there can not be a situation where ownership of a shareholder would exceed nine-tenths (9/10) of all Kasola shares and the total voting rights attached to the shares. Hence, none may present a redemption claim in accordance with the Chapter 18 of the Finnish Companies Act based on Tender Offer. Statement regarding strategy and personnel After Kasola sold its business it has not had any ordinary business operations after 30 November 2007 and the personnel of the company has been formed by the managing director Tapani Väljä. The registered company name of Kasola will be changed to Nurminen Logistics PLC and the company will carry on the logistics business that will be transferred to Kasola after the execution of John Nurminen's demerger (1 January 2008 by estimate) as a part of the Arrangement. The information regarding company's strategy and personnel are presented in the prospectus that has been published by Kasola today. Based on information received from John Nurminen the Board of Directors evaluates that the Tender Offer will not have immediate effect on the business that will be transferred to the company or status of personnel of Nurminen Logistics PLC to be formed. Recommendation of the Board of Directors In the Arrangement the Kasola shareholders have the possibility to remain shareholders in the new logistics company to be formed in the Arrangement or to accept the Tender Offer. The Board of Directors evaluates that owning of shares in the new logistics company to be formed in the Arrangement may be a reasonable long-term investment. In addition, the Board of Directors has in this alternative taken into account as one economic benefit the fact that John Nurminen has given an undertaking, pursuant to the terms and conditions set forth in detail in the Tender Offer Document, to buy from the Kasola shareholders 60 percent of the Kasola shares owned by them for the price of EUR 6.80 per share that are in their possession on all of the following three dates which are: a) the bank day (7 December 2007 by estimate) preceding mandatory tender offer b) the bank day (14 January 2008 by estimate) following the settlement day of mandatory tender offer c) 30 June 2010. John Nurminen has not given any security for the undertaking. If a shareholder desires to accept the Tender Offer, the Board of Directors evaluates the Offer Consideration to be reasonable. The evaluation of the Board of Directors is party based on Fairness Opinion it has received from its financial advisor Deloitte Corporate Finance. The Board of Directors sees that both alternatives are reasonable for Kasola shareholders from the economic point of view. Based on the above discussed reasons the Board of Directors is unable to evaluate which one of the alternatives, acceptance or refusal of the Tender Offer, is more beneficial for shareholders from the economic point of view. The Board of Directors emphasize that each shareholder must independently decide for his/her part on the acceptance of the Tender Offer. The recommendation of the Board of Directors is not to be considered as investment counselling and the Board of Directors is unable to evaluate general share price development or risks relating to investing. When assessing whether to accept or refuse the Tender Offer the shareholders take into account all information presented in the Tender Offer Document published by the Offerors today. The member of the Board of Directors Jari Bachmann is one of the Offerors and he did not participate on the handling of the Tender Offer in the Board of Directors or issuing of this recommendation. The member of the Board of Directors Olli Pohjanvirta is a member of Board of Directors of John Nurminen which is one of the Offerors and he did not participate on the handling of the Tender Offer in the Board of Directors or issuing of this recommendation. The independent members of Board of Directors have formed their opinions on Tender Offer independently and have participated in the decision-making relating to this recommendation. The decision if the Board of Directors in unanimous. In Helsinki, December 7, 2007 Kasola PLC Board of Directors Further information: Tapani Väljä Managing Director Kasola PLC 0400 505 078 tapanivalja.kasola@kaso.fi www.kasola.fi DISTRIBUTION Helsinki Stock Echange Major media |
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