Haier Europe Appliances Holding B.V., Press
Release, July 25, 2024,
9.00 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THIS TENDER
OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
HELSINKI, July 25,
2024 /PRNewswire/ -- As previously
announced, Haier Europe Appliances Holding B.V.
("Haier" or the "Offeror") has made a voluntary
public cash tender offer for all the issued and outstanding class C
shares (the "Class C Shares") and all the issued and
outstanding class F shares (the "Class F Shares," and,
together with the Class C Shares, the "Shares" or,
individually, a "Share") in Purmo Group Plc ("Purmo"
or the "Company") that are not held by Purmo or any of its
subsidiaries (the "Tender Offer") at a price of EUR 13.59 per share for each Class C Share and
each Class F Share eligible for conversion into a Class C Share
validly tendered in the Tender Offer, as adjusted on July 19, 2024, (the "Class C Share Offer
Price") and EUR 8.28 per share
for each Class F Share ineligible for conversion into a Class C
Share validly tendered in the Tender Offer (the "Class F Share
Offer Price," and together with the Class C Share Offer Price,
the "Offer Prices").
Haier acknowledges that the Independent Committee of the Board
of Directors of Purmo ("Purmo Independent Committee") has
today announced that it has decided to continue endorsing a tender
offer by Project Grand Bidco (UK) Limited ("Project Grand
Bidco").
However, Haier believes that its Tender Offer delivers superior
combination of value and deliverability to all shareholders of
Purmo. Haier would like to highlight that its Class C Share Offer
Price is approximately 23 percent higher than the respective offer
price in Project Grand Bidco's tender offer and it has secured
European-style certain funds for the entire consideration. As
previously stated, Haier is highly confident about its ability to
obtain all the necessary regulatory approvals, as also proved by
its strong M&A track record. Over the past 12 years, Haier has
announced international acquisitions for a cumulative value of
USD 6 billion, including Candy in
2019, GE Appliances in 2016 and Fisher & Paykel in 2012, all of
which have subsequently closed as per the announced schedule.
During the recent negotiations, Haier has demonstrated its
commitment to a successful completion also by agreeing with Purmo
Independent Committee an outsized break-up fee and by offering its
availability to immediately purchase approximately 10 percent of
the shares in Purmo, therefore committing to spend a total of
approximately EUR 78 million
regardless of the final outcome of the Tender Offer. Haier also
confirms its readiness to purchase further Purmo shares during the
course of the Tender Offer, as the relevant regulatory approvals
are received over time and up to the levels such approvals allow.
Importantly, conditions to the completion of the Tender Offer do
not include material adverse change clause and are customary in all
other respects.
As such, Haier intends to proceed with the Tender Offer, and
continue negotiating with Purmo's Independent Committee and Purmo's
other constituencies in order to make them fully appreciate the
merits of the Tender Offer and secure their support in the coming
days.
Media Contact in Finland
Tiia Tikkanen,
Communications Consultant, Tekir Ltd
tiia.t@tekir.fi
+358 40 1693 706
Media and Investor Enquiries,
HSH
Kathy Wang, Investor
Relations
wangnan@haier.com
Information about the Tender Offer is made available at
www.hsh-offer.fi/en/.
For administrative questions regarding the Tender Offer, please
contact your bank or nominee where you have your Shares
registered.
Important Information
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 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.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN
PARTICULAR, THIS RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION
OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN
EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE
SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER
OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER THE TENDER OFFER OR ACCEPTANCE
THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN
ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN
PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS
WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO
OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND
THE HELSINKI TAKEOVER CODE AND THE
INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE
BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH
THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders of Purmo in
the United States
The Tender Offer will be made for the issued and outstanding
shares in Purmo, which is domiciled in Finland, and is subject to Finnish disclosure
and procedural requirements. The Tender Offer is made in
the United States in compliance
with Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the applicable rules and
regulations promulgated thereunder, including Regulation 14E (in
each case, subject to any exemptions or relief therefrom, if
applicable) and otherwise in accordance with the disclosure and
procedural requirements of Finnish law, including with respect to
the Tender Offer timetable, settlement procedures, withdrawal,
waiver of conditions and timing of payments, which are different
from those of the United States.
The financial information included in this release has been
prepared in accordance with applicable accounting standards in
Finland and Switzerland, which may not be comparable to
the financial statements or financial information of U.S.
companies. Shareholders in the United
States are advised that the Shares are not listed on a U.S.
securities exchange and that Purmo is not subject to the periodic
reporting requirements of the Exchange Act and is not required to,
and does not, file any reports with the U.S. Securities and
Exchange Commission (the "SEC") thereunder.
The Tender Offer is made to Purmo's shareholders resident in
the United States on the same
terms and conditions as those made to all other shareholders of
Purmo to whom an offer is made. Any information documents,
including this release, are being disseminated to U.S. shareholders
on a basis comparable to the method that such documents are
provided to Purmo's other shareholders.
To the extent permissible under applicable law or regulations,
including Rule 14e-5 under the Exchange Act, the Offeror and its
affiliates or its brokers and its broker's affiliates (acting as
agents for the Offeror or its affiliates, as applicable) may from
time to time after the date of this release and during the pendency
of the Tender Offer, and other than pursuant to the Tender Offer
and combination, directly or indirectly, purchase or arrange to
purchase, the Shares or any securities that are convertible into,
exchangeable for or exercisable for such Shares. These purchases
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent
information about such purchases or arrangements to purchase is
made public in Finland, such
information will be disclosed by means of a stock exchange or press
release or other means reasonably calculated to inform U.S.
shareholders of Purmo of such information. In addition, the
financial advisers to the Offeror may also engage in ordinary
course trading activities in securities of Purmo, which may include
purchases or arrangements to purchase such securities. To the
extent required in Finland, any
information about such purchases will be made public in
Finland in the manner required by
Finnish law.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved the Tender Offer, passed upon the merits or
fairness of the Tender Offer, or passed any comment upon the
adequacy, accuracy or completeness of this release. Any
representation to the contrary is a criminal offence in
the United States.
The receipt of cash pursuant to the Tender Offer by a U.S.
holder of Shares may be a taxable transaction for U.S. federal
income tax purposes and under applicable U.S. state and local, as
well as foreign and other, tax laws. Each holder of Shares is urged
to consult its independent professional adviser immediately
regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Purmo's shareholders to enforce their
rights and any claims they may have arising under the U.S. federal
securities laws since the Offeror and Purmo are located in non-U.S.
jurisdictions and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. Purmo's
shareholders may not be able to sue the Offeror or Purmo or their
respective officers or directors in a non-U.S. court for violations
of the U.S. federal securities laws. It may be difficult to compel
the Offeror and Purmo and their respective affiliates to subject
themselves to a U.S. court's judgment.
Forward-looking Statements
This release contains statements that, to the extent they are
not historical facts, constitute "forward-looking statements."
Forward-looking statements include statements concerning plans,
expectations, projections, objectives, targets, goals, strategies,
future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to
acquisitions, competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development,
business strategy and the trends in the industries and the
political and legal environment and other information that is not
historical information. In some instances, they can be identified
by the use of forward-looking terminology, including the terms
"believes," "intends," "may," "will" or "should" or, in each case,
their negative or variations on comparable terminology. By their
very nature, forward-looking statements involve inherent risks,
uncertainties and assumptions, both general and specific, and risks
exist that the predictions, forecasts, projections and other
forward-looking statements will not be achieved. Given these risks,
uncertainties and assumptions, investors are cautioned not to place
undue reliance on such forward-looking statements. Any
forward-looking statements contained herein speak only as at the
date of this release.
Disclaimer
UBS AG Hong Kong Branch is a corporation licensed by the
Securities and Futures Commission of Hong
Kong to carry on Type 1 (dealing in securities), Type 4
(advising on securities), Type 6 (advising on corporate finance),
Type 7 (providing automated trading services) and Type 9 (asset
management) regulated activities under the Securities and Futures
Ordinance (Cap.571 of the laws of Hong
Kong). UBS AG Hong Kong Branch is acting exclusively for the
Offeror and no one else in connection with the Tender Offer or the
matters referred to in this document, will not regard any other
person (whether or not a recipient of this document) as its client
in relation to the Tender Offer and will not be responsible to
anyone other than the Offeror for providing the protections
afforded to its clients or for providing advice in relation to the
Tender Offer or any other transaction or arrangement referred to in
this document.
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|
Haier Intends to
Continue Negotiations with Purmo Board to Make it Fully Appreciate
the Merits of Haier’s Superior Offer
|
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