AkzoNobel proposes to acquire Tikkurila for €31.25 per share, to create superior and sustainable value for all stakeholders - Seite 2

Thierry Vanlancker continued: “Our complementary geographic profiles would create superior value compared to any other combination, including growth opportunities for the company and its employees. Our collective procurement capabilities, expanded production, and combined sales and distribution channels would deliver substantial value creation. AkzoNobel and Tikkurila would have an exciting and sustainable future together, continuing the recent positive momentum and performance improvement, as a global frontrunner in the industry.”

The transaction is expected to be EPS accretive in 2022, is aligned with the capital allocation priorities of AkzoNobel, and will be financed using existing cash and credit lines. AkzoNobel will continue its current €300 million share buyback program and maintains a target leverage ratio of 1-2x net debt/EBITDA.

AkzoNobel invites the Board of Directors of Tikkurila to enter into negotiations with a view to reaching agreement on a recommended voluntary public cash tender offer.

 

Implied premia of the potential offer:

• 108% premium compared to the closing price of Tikkurila share on December 17, 2020, the last trading day prior to Tikkurila announcement regarding the tender offer
• 113% premium compared to the volume-weighted average trading price of Tikkurila share during the three-month period prior to December 17, 2020
• 122% premium compared to the volume-weighted average trading price of Tikkurila share during the 12-month period prior to December 17, 2020

Conference calls

On January 18, 2021, AkzoNobel will host a conference call for media at 09:00 CET and for investors and analysts at 10:00 CET.

Participant dial-in numbers:
Finland: [phone]
Sweden: [phone]
United Kingdom: [phone]
United States: [phone]
Netherlands: [phone]

Media (9:00 CET) PIN: 22805884#

Investors and analysts (10:00 CET) PIN: 12011347#

Please register or join the call 5-10 minutes prior to the start of the event. By registering for the event or joining the call participants agree to the collection of information, such as participant name and company name. The conference call will be recorded.

Advisors

AkzoNobel is being advised by HSBC and J.P. Morgan as financial advisers and De Brauw Blackstone Westbroek and Roschier, Attorneys Ltd. as legal advisers.

Key terms for launch and completion of the potential offer

The final decision to make the potential offer to Tikkurila shareholders is subject to certain conditions, including: 1) the Board of Directors of Tikkurila entering into negotiations with AkzoNobel, 2) customary due diligence on Tikkurila, 3) entering into a combination agreement between AkzoNobel and Tikkurila, 4) the Board of Directors of Tikkurila recommending to the shareholders of Tikkurila that they accept the tender offer of AkzoNobel, 5) obtaining an irrevocable undertaking from Oras Invest Oy to accept the potential offer and 6) final approval by the Supervisory Board of AkzoNobel.