2020-07-02 10:05:00 CEST

2020-07-02 10:05:03 CEST


English
Pihlajalinna Oyj - Tender offer

Mehiläinen Yhtiöt Oy supplements the tender offer document dated 8 January 2020 regarding the public cash tender offer for all shares in Pihlajalinna Plc


THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH
THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION,
PLEASE SEE SECTION ENTITLED “IMPORTANT INFORMATION” BELOW.

Mehiläinen Yhtiöt Oy supplements the tender offer document dated 8 January 2020
regarding the public cash tender offer for all shares in Pihlajalinna Plc

Pihlajalinna Plc                   Stock Exchange Release   2 July 2020 at 11.05
a.m. (EET)

Mehiläinen Yhtiöt Oy (“Mehiläinen” or the “Offeror”) and Pihlajalinna Plc
(“Pihlajalinna”) announced on 5 November 2019 that they had entered into a
combination agreement pursuant to which Mehiläinen undertook to make a voluntary
recommended public cash tender offer for all issued and outstanding shares in
Pihlajalinna (the “Tender Offer”). The acceptance period under the Tender Offer
(the “Offer Period”) commenced on 9 January 2020 at 9:30 a.m. (Finnish time) and
will expire on 14 September 2020 at 4:00 p.m. (Finnish time), unless extended
further or discontinued in accordance with, and subject to, the terms and
conditions of the Tender Offer and applicable laws and regulations.

Pursuant to the stock exchange release of the Offeror published today, the
Finnish Financial Supervisory Authority has today approved a supplement to the
tender offer document, dated 8 January 2020, concerning the Tender Offer (the
“Tender Offer Document”, and such supplement hereinafter the “Supplement
Document”). The Supplement Document relates to the Offeror’s decision published
by the Offeror on 26 June 2020 to extend the Offer Period to expire on 14
September 2020 at 4:00 p.m. (Finnish time). The Supplement Document and the
stock exchange release published by the Offeror on 26 June 2020 are attached as
Appendix 1 to this stock exchange release. In addition, the stock exchange
release published by the Offeror on 26 June 2020 has been included as Appendix I
to the Tender Offer Document.

Pursuant to the stock exchange release of the Offeror published today, the
Tender Offer Document and the Supplement Document will be available in Finnish
from 2 July 2020 onwards at the headquarters of Mehiläinen, Pohjoinen
Hesperiankatu 17 C, 6th floor, FI-00260 Helsinki, Finland, the headquarters of
Nordea Bank Abp, Satamaradankatu 5, FI-00020 Nordea, Finland and at Nasdaq
Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland. The electronic versions
of the Tender Offer Document and the Supplement Document will be available in
Finnish from 2 July 2020 onwards online at ostotarjous.mehilainen.fi,
investors.pihlajalinna.fi/public-tender-offer and nordea.fi/osakkeet, and in
English from 2 July 2020 onwards online at ostotarjous.mehilainen.fi,
investors.pihlajalinna.fi/public-tender-offer.aspx?sc_lang=en and
nordea.fi/equities.

The stock exchange release of the Offeror referred to above is enclosed in its
entirety to this stock exchange release (Appendix 2).

Contacts for media and investor inquiries:

Pihlajalinna

Joni Aaltonen, CEO of Pihlajalinna Plc

Requests for contacts through Pihlajalinna’s communications:
Communications manager Taina Lehtomäki
tel. +358 50 451 3678
taina.lehtomaki@pihlajalinna.fi

Mehiläinen

Janne-Olli Järvenpää, CEO of Mehiläinen

Requests for contacts through Mehiläinen’s communications:
Manager Laura Martinsuo
tel. +358 40 196 2892
laura.martinsuo@mehilainen.fi

Pihlajalinna in brief:

Pihlajalinna is one of the leading private providers of social, healthcare and
well-being services in Finland. The company provides services for households,
companies, insurance companies and public sector entities, such as
municipalities, federations of municipalities and hospital districts. Listed on
the official list of Nasdaq Helsinki since 2015, Pihlajalinna’s reported revenue
was EUR 518.6 million in 2019. Pihlajalinna’s nearly 6,000 employees and
approximately 1,200 private practitioners produce services in over 210 locations
across Finland.

Mehiläinen in brief:

Now 110 years old, Mehiläinen is a rapidly developing and growing private
provider of healthcare and social care services, offering comprehensive high
-quality services to private, corporate, municipal and insurance customers.
Mehiläinen provides help, support and care for approximately 1.3 million
customers every year across Finland. In 2019, our revenue was EUR 1064.1 million
and our customers were cared for by more than 21,800 employees and private
practitioners at over 500 locations. In all of its business areas, Mehiläinen
invests in high-quality health care with an impact and develops and exports
Finnish digital healthcare know-how across the world as a forerunner in its
field.

IMPORTANT INFORMATION

THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH
THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS STOCK EXCHANGE 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
STOCK EXCHANGE 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, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE’S REPUBLIC OF CHINA, 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. THE TENDER OFFER IS NOT BEING MADE, AND THE
SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY
OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN 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 THE TENDER OFFER DOCUMENT AND RELATED
ACCEPTANCE FORMS AND SUPPLEMENT DOCUMENTS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR INSTRUMENTALITY (INCLUDING WITHOUT
LIMITATION E-MAIL, POST, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC
TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE), IN OR INTO, OR BY USE OF THE
POSTAL SERVICE OF, OR THROUGH ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE
OF, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S
REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF
THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. ANY
PURPOTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A
VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS
ACT 2000 (THE “FSMA”). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER
DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO,
AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE
COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL
PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION
BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE
DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER
CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.

Information to shareholders in the United States

Shareholders in the United States are advised that the shares in Pihlajalinna
are not listed on a U.S. securities exchange and that Pihlajalinna is not
subject to the periodic reporting requirements of the U.S. Securities Exchange
Act of 1934, as amended (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 will be made for the issued and outstanding shares in
Pihlajalinna, 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 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. In particular, the financial
information included in this stock exchange release has been prepared in
accordance with applicable accounting standards in Finland, which may not be
comparable to the financial statements or financial information of U.S.
companies. The Tender Offer is made to Pihlajalinna’s shareholders resident in
the United States on the same terms and conditions as those made to all other
shareholders of Pihlajalinna to whom an offer is made. Any information
documents, including this stock exchange release, are being disseminated to U.S.
shareholders on a basis comparable to the method that such documents are
provided to Pihlajalinna’s other shareholders.

To the extent permissible under applicable law or regulations, including Rule
14e-5 under the Exchange Act, Mehiläinen and its affiliates or its brokers and
its brokers’ affiliates (acting as agents for Mehiläinen or its affiliates, as
applicable) may from time to time 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 in Pihlajalinna 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 press release or other means
reasonably calculated to inform U.S. shareholders of Pihlajalinna of such
information. In addition, the financial advisers to Mehiläinen may also engage
in ordinary course trading activities in securities of Pihlajalinna, 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 the
disclosure in this stock exchange 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 in
Pihlajalinna 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 in Pihlajalinna is urged to consult its independent
professional adviser immediately regarding the tax consequences of accepting the
Tender Offer.

It may be difficult for Pihlajalinna’s shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws, since
Mehiläinen and Pihlajalinna 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. Pihlajalinna’s shareholders may not be able to sue Mehiläinen or
Pihlajalinna 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
Mehiläinen and Pihlajalinna and their respective affiliates to subject
themselves to a U.S. court’s judgment.

Forward-looking statements

This stock exchange 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 stock exchange
release.

Appendix 1 Supplement Document and the stock exchange release published by the
Offeror on 26 June 2020

Appendix 2 The stock exchange release of the Offeror published on 2 July 2020