Voluntary recommended public cash tender for all shares in Tikkurila
PPG Industries, Inc. (“PPG” or the “Offeror”) is making this voluntary recommended public cash tender offer for all of the issued and outstanding shares (the “Shares”) in Tikkurila Oyj (“Tikkurila” or the “Company”) that are not held by the Company or any of its subsidiaries (the “Tender Offer”).
In the Tender Offer, the Company’s shareholders are being offered a cash consideration of EUR 34.00 for each Share validly tendered in the Tender Offer (the “Offer Price”). The Offer Price will be adjusted for certain corporate actions, if any, undertaken by Tikkurila that impact share value or number of shares, such as dividend distributions or stock splits.
The Offer Price represents a premium of approximately 126.1 percent compared to the closing price of the Shares on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on December 17, 2020, the last trading day prior to the announcement of the Tender Offer; approximately 131.7 percent compared to the volume-weighted average trading price of the Shares on Nasdaq Helsinki during the three (3)-month period prior to and up to the date of the announcement of the Tender Offer; and approximately 141.7 percent compared to the volume-weighted average trading price of the Shares on Nasdaq Helsinki during the twelve (12)-month period prior to and up to the date of the announcement of the Tender Offer.
The members of the Board of Directors of Tikkurila, who participated in the decision-making, have unanimously decided to recommend that the shareholders of Tikkurila accept the Tender Offer.
In connection with the tender offer, certain major shareholders i.e. Kaleva Mutual Insurance Company, Varma Mutual Pension Insurance Company and Mandatum Life Insurance Company Limited, who collectively held approximately 9.32% of all the shares in Tikkurila, have sold their shares to PPG at the offer price of €34.00 per share. Tikkurila’s largest shareholder, Oras Invest Oy, which holds approximately 20.01% of the shares in Tikkurila, has unconditionally agreed to sell to PPG all of its shares in Tikkurila at the offer price of €34.00 per share, following receipt of the necessary regulatory approvals, and has also given an unconditional irrevocable undertaking in support of the Tender Offer.
The offer period for the Tender Offer commenced on 15 January 2021 at 9:30 a.m. (Finnish time) and expires on 15 March 2021 at 4:00 p.m. (Finnish time), unless it is extended in accordance with the terms and conditions of the Tender Offer and applicable laws and regulations.