PKC Group Oyj - Tender offer

MSSL Estonia WH OÜ has obtained all pre-closing regulatory approvals for the completion of the tender offer

PKC Group Plc       Company Announcement   20 March 2017      8:00 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. 



MSSL Estonia WH OÜ has obtained all pre-closing regulatory approvals for the
completion of the tender offer 



MSSL Estonia WH OÜ has announced on March 20, 2017 that on March 20, 2017, the
European Commission unconditionally approved MSSL Estonia WH OÜ’s contemplated
acquisition of PKC Group Plc. MSSL Estonia WH OÜ has earlier received the
antitrust clearance for the contemplated acquisition under the
Hart-Scott-Rodino Act in the United States and the approval of the Finnish
Ministry of Employment and the Economy under the Act on the Monitoring of
Foreign Corporate Acquisitions. After the approval by the European Commission,
all pre-closing regulatory approvals for the completion of the tender offer
have now been obtained. 



MSSL Estonia WH OÜ has announced on March 20, 2017 that it will supplement the
tender offer document with the above information. 



The release of MSSL 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 Hyytiäinen, President & CEO, tel. +358 (0)400 710 968





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