Pöyry PLC ÅF and Pöyry to join forces - ÅF announces a recommended public cash tender offer for all shares in Pöyry
This stock exchange release may not be released, published or otherwise distributed, in whole or in part, in or into, directly or indirectly, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction in which the tender offer would be prohibited by applicable law.
ÅF and Pöyry to join forces - ÅF announces a recommended public cash tender offer for all shares in Pöyry
ÅF AB (publ) ("ÅF") and Pöyry PLC ("Pöyry") have signed an agreement (the "Combination Agreement") to combine the two companies to form a leading European engineering and consulting company. ÅF will launch a recommended public cash tender offer to purchase all issued and outstanding shares in Pöyry (the "Shares") (the "Tender Offer").
Tender Offer - summary
· The offer price is EUR 10.20 per share, to be paid fully in cash, valuing Pöyry at EUR 611 million.
· The offer price represents a premium of:
- 45.7 percent compared to EUR 7.00, i.e., the closing price of the Pöyry share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on December 7, 2018, the last trading day immediately preceding the announcement of the Tender Offer;
- 36.2 percent compared to EUR 7.49, i.e., the three-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer; and
- 60.3 percent compared to EUR 6.36, i.e., the twelve-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer.
· The Board of Directors of Pöyry has unanimously decided to recommend that the shareholders of Pöyry accept the Tender Offer.
· Certain large shareholders of Pöyry, i.e., Corbis S.A., Procurator-Holding Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, Mariatorp Oy and Wipunen varainhallinta oy, together representing approximately 52.3 percent of the shares and votes in Pöyry, have irrevocably undertaken to accept the Tender Offer.
· ÅF will publish a tender offer document with detailed information on the Tender Offer on or about December 19, 2018.
· The offer period of the Tender Offer is expected to commence on or about December 20, 2018 and is expected to expire on or about January 31, 2019.
· The completion of the Tender Offer is subject to certain conditions to be fulfilled or waived by ÅF on or by the date of ÅF's announcement of the final result of the Tender Offer, including, among others, all necessary regulatory approvals having been received by ÅF and ÅF having obtained more than 90 percent of the Shares and voting rights carried by the Shares.