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PPG Industries, Inc.:n vapaaehtoinen julkinen ostotarjous kaikista Tikkurila Oyj:n liikkeeseen lasketuista ja ulkona olevista osakkeista

PPG Industries, Inc. (“PPG” or the “Offeror”) and Tikkurila Oyj PPG
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 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 and votes 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 and votes 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.

Offer price

The cash price offered per share is EUR 34.00, subject to certain adjustments (the “Offer Price”). This represents a premium of:

  • approximately 126.1 per cent 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;
  • approxi approximately 131.7 per cent compared to the volume-weighted average trading price of the shares on Nasdaq Helsinki during the three-month period prior to and up to the date of the announcement of the Tender Offer; and
  • approximately 141.7 per cent compared to the volume-weighted average trading price of the shares on Nasdaq Helsinki during the 12-month period prior to and up to the date of the announcement of the Tender Offer.

  • Offer period
    The offer period for the Tender Offer commenced on January 15, 2021 at 9:30 a.m. (Finnish time) and expires on May 11, 2021 at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued as described in detail in the tender offer document (“Offer Period”).

    Conditions for the Tender Offer
    The obligation of PPG to complete the Tender Offer is subject to the condition that the tendered shares, together with shares held by PPG, represent more than 66.% of the outstanding shares and voting rights of Tikkurila. Further, the Tender Offer is subject to a number of customary conditions. Please refer to the tender offer document and the marketing brochure for more information regarding the terms and conditions.

    Acceptance procedure in short
    All shareholders should carry out the acceptance of the Tender Offer in accordance with instructions provided by their book-entry account operators. If you do not receive any such instructions, please contact your account operator or asset manager. All shareholders should accept the Tender Offer in accordance with instructions provided by their book-entry account operators. If you do not receive any such instructions, please contact your account operator or asset manager.
    In the event of further questions regarding the tender offer, please primarily contact your account operator or asset manager. Secondarily, you can contact tikkurila-offer@danskebank.com
     



     






 

 

 

 

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Important dates

  • 15 January 2021: Offer Period commences
  • 11 May 2021: Offer Period expires at the earliest (unless extended or discontinued)1
  • 12 May 2021 (preliminary): Announcement of the preliminary result of the Tender Offer
  • 17 May 2021 (preliminary): Announcement of the final result of the Tender Offer
  • On or about 18 May 2021 (preliminary): Payment of the Offer Price2


Additional information
https://tenderoffer-tikkurila.ppg.com


Documents
Tender offer document
Supplement document (10 February 2021)
Supplement document (16 February 2021)
Supplement documents (10 March 2021)
Supplement documents (15 March 2021)
Supplement documents (17 March 2021)
Supplement document (30 March 2021)
Supplement document (19 April 2021)
Supplement document (30 April 2021)
Marketing brochure


1 PPG reserves the right to extend or suspend the offer period pursuant to the terms and conditions of the tender offer and in accordance to applicable laws and regulations. Due to the anticipated process for obtaining the Authority Approvals (as defined in the Tender Offer Document), the tender offer is currently expected to be completed during the first half of 2021. PPG will announce, by way of releases, any possible extension of the offer period as soon as practically possible as well as any other information required to be announced in accordance with applicable laws and regulation.

2 The actual time of receipt of the payment by the shareholder will depend on the schedules for payment transactions between financial institutions and agreement between the holder and account operator, custodian or nominee in each case.
 
 

     
     


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