PKC Group Oyj - Tender offer

MSSL Estonia WH OÜ commences the voluntary recommended public tender offer for all shares and stock options in PKC Group Plc on February 6, 2017

PKC Group Plc         Company Announcement        3 February 2017 18:10 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 commences the voluntary recommended public tender offer for
all shares and stock options in PKC Group Plc on February 6, 2017 



As announced on January 19, 2017, Motherson Sumi Systems Limited (“MSSL”) and
PKC Group Plc (“PKC”) have on January 19, 2017 entered into a combination
agreement under which they agree to combine the wiring harness businesses of
MSSL and PKC. In order to effect the combination MSSL will, through an
indirectly wholly-owned subsidiary MSSL Estonia WH OÜ, make a voluntary
recommended public tender offer to purchase all the issued and outstanding
shares and stock options in PKC that are not owned by PKC or any of its
subsidiaries (the “Tender Offer”). 

Pursuant to the release published by MSSL today, the Finnish Financial
Supervisory Authority has today approved the tender offer document relating to
the Tender Offer. According to MSSL’s release, the offer period for the Tender
Offer will commence on February 6, 2017 at 9:30 a.m. (Finnish time) and expire
on March 21, 2017 at 4:00 p.m. (Finnish time), unless the offer period is
extended or any extended offer period is discontinued. 



The release of MSSL referred to above, including also the terms and conditions
of the Tender Offer, is attached in its entirety as Appendix to this stock
exchange release. 



PKC Group Plc

Board of Directors



Matti Hyytiäinen

President & CEO



Further information:

Matti Hyytiäinen, President & CEO, PKC Group Plc, Tel. +852 550 788 26, +
358 400 710968 



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,
Finland, Germany, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The
Group's revenue from continuing operations in 2015 totalled EUR 847 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. 



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.

Priedai:

Commencement release_ENG.pdf