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 11 May 2021 at 4:00 p.m. (Finnish time), unless the offer period is extended further or any extended offer period is discontinued in accordance with the terms and conditions of the Tender Offer and applicable laws and regulations.
The European Commission, the Ministry and Economic Affairs and Employment of Finland and the Agency for Protection and Development of Competition of the Republic of Kazakhstan have granted approval for the acquisition of Tikkurila’s Shares. The Tender Offer remains subject to the receipt of the approval of the Federal Antimonopoly Service of Russia, which PPG anticipates receiving within this extended period, and to additional customary conditions to completion, including the valid tender of Shares representing, together with Shares otherwise held by PPG and its subsidiaries, more than 66.7% of the outstanding Shares.