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January 18, 2021
AkzoNobel proposes to accumulate Tikkurila for €31.25 per share, to create superior and sustainable worth for all stakeholders
Akzo Nobel N.V. (AKZA; AKZOY) has immediately made a complete non-binding proposal to accumulate Tikkurila. The proposed mixture of AkzoNobel and Tikkurila would create a powerful platform for future development, higher in a position to serve prospects with extra progressive and sustainable options, constructing on a shared European heritage.
The proposal consists of an all-cash public supply for all issued and excellent shares of Tikkurila at a proposal worth of €31.25 per share (“potential supply”) and complete fairness worth of round €1.4 billion. This represents a premium of 113% to Tikkurila’s quantity weighted common share worth for the undisturbed three-month interval ending December 17, 2020 and is 13% larger than the present supply made on January 5, 2021.
Thierry Vanlancker, AkzoNobel CEO, commented: “The pure mixture of AkzoNobel and Tikkurila would construct on centuries of trade expertise and a shared European heritage to create vital worth for purchasers, staff, shareholders and different stakeholders. Bringing collectively our premium manufacturers and main portfolios would offer prospects with a wider vary of progressive services and products, together with essentially the most sustainable paints and coatings options.”
To acquire merger clearance and guarantee deal certainty for Tikkurila and its shareholders, AkzoNobel has agreed with Hempel key phrases for the sale of belongings, together with the ornamental paints enterprise of AkzoNobel within the Nordics and the Baltics, to be accomplished after closing of AkzoNobel’s proposed public supply for Tikkurila.
The Nordic tradition and powerful presence of Tikkurila in Finland could be mirrored sooner or later group. The primary places of work and manufacturing services of Tikkurila in Finland would grow to be the important hub for the mixed enterprise within the Baltic Sea area and substantial funding could be made in manufacturing services to produce future development. Workers and administration would profit from new and thrilling profession {and professional} growth alternatives, in Finland and the broader group.
AkzoNobel and Tikkurila have a standard strategy to sustainability – it’s embedded in the way in which we function – and AkzoNobel is widely known because the chief within the paints and coatings trade. Becoming a member of forces would construct on the sustainable objective of Tikkurila and proceed to make a distinction for all stakeholders, together with native communities.
Thierry Vanlancker continued: “Our complementary geographic profiles would create superior worth in comparison with some other mixture, together with development alternatives for the corporate and its staff. Our collective procurement capabilities, expanded manufacturing, and mixed gross sales and distribution channels would ship substantial worth creation. AkzoNobel and Tikkurila would have an thrilling and sustainable future collectively, persevering with the current constructive momentum and efficiency enchancment, as a worldwide frontrunner within the trade.”
The transaction is predicted to be EPS accretive in 2022, is aligned with the capital allocation priorities of AkzoNobel, and shall be financed utilizing present money and credit score traces. AkzoNobel will proceed its present €300 million share buyback program and maintains a goal leverage ratio of 1-2x web debt/EBITDA.
AkzoNobel invitations the Board of Administrators of Tikkurila to enter into negotiations with a view to reaching settlement on a really useful voluntary public money tender supply.
Implied premia of the potential supply:
- 108% premium in comparison with the closing worth of Tikkurila share on December 17, 2020, the final buying and selling day previous to Tikkurila announcement relating to the tender supply
- 113% premium in comparison with the volume-weighted common buying and selling worth of Tikkurila share through the three-month interval previous to December 17, 2020
- 122% premium in comparison with the volume-weighted common buying and selling worth of Tikkurila share through the 12-month interval previous to December 17, 2020
Convention calls
On January 18, 2021, AkzoNobel will host a convention name for media at 09:00 CET and for traders and analysts at 10:00 CET.
Participant dial-in numbers:
Finland: +358 981710310
Sweden: +46 856642651
United Kingdom: +44 3333000804
United States: +1 6319131422
Netherlands: +31 207095189
Media (9:00 CET) PIN: 22805884#
Traders and analysts (10:00 CET) PIN: 12011347#
Please register or be a part of the decision 5-10 minutes previous to the beginning of the occasion. By registering for the occasion or becoming a member of the decision contributors conform to the gathering of knowledge, akin to participant title and firm title. The convention name shall be recorded.
Advisors
AkzoNobel is being suggested by HSBC and J.P. Morgan as monetary advisers and De Brauw Blackstone Westbroek and Roschier, Attorneys Ltd. as authorized advisers.
Key phrases for launch and completion of the potential supply
The ultimate resolution to make the potential supply to Tikkurila shareholders is topic to sure situations, together with: 1) the Board of Administrators of Tikkurila getting into into negotiations with AkzoNobel, 2) customary due diligence on Tikkurila, 3) getting into into a mixture settlement between AkzoNobel and Tikkurila, 4) the Board of Administrators of Tikkurila recommending to the shareholders of Tikkurila that they settle for the tender supply of AkzoNobel, 5) acquiring an irrevocable endeavor from Oras Make investments Oy to just accept the potential supply and 6) closing approval by the Supervisory Board of AkzoNobel.
The potential supply could be made pursuant to a proposal doc to be accepted by the Finnish Monetary Supervisory Authority (the “supply doc”). The supply doc would come with all phrases and situations of the potential supply. The potential supply would solely be accepted on the idea of the supply doc.
The announcement of the potential supply, if any, depends upon the time taken for the Board of Administrators of Tikkurila to reply to this proposal and for negotiations to be concluded in relation to this transaction. If negotiations advance shortly, a possible supply might be introduced in February and the transaction accomplished as quickly as doable in 2021.
The completion of the potential supply, if introduced, could be topic to customary situations considerably much like these included within the present tender supply doc, dated January 14, 2021, akin to reaching a 90% acceptance stage and acquiring required regulatory approvals, and wouldn’t be conditional on financing. AkzoNobel would reserve the fitting, at its sole discretion, to waive any of the situations for completion of the potential supply.
Shareholders are suggested there may be no certainty that this proposal will finally result in any settlement between AkzoNobel and Tikkurila, the making of a proposal to Tikkurila shareholders, or the timing and phrases of any such settlement or supply. The phrases of the potential supply, if introduced, might differ from the phrases set out within the proposal and this announcement.
AkzoNobel is conscious, based mostly on public info, that the mixture settlement amended on January 5, 2021, consists of procedures permitting the offeror to barter ought to the Board of Administrators of Tikkurila ponder effecting a change of its advice.
AkzoNobel reserves the fitting to accumulate shares of Tikkurila previous to asserting a possible supply in public buying and selling or in any other case. On the date of this announcement, AkzoNobel doesn’t maintain any shares of Tikkurila.
Necessary Info
THIS IS A PUBLIC ANNOUNCEMENT BY AKZO NOBEL N.V. (“AKZONOBEL”) PURSUANT TO SECTION 17 PARAGRAPH 1 OF THE EUROPEAN MARKET ABUSE REGULATION (596/2014). THIS PUBLIC ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, OR ANY SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES.
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 AN ANNOUNCEMENT ON THE INTENTION TO LAUNCH A TENDER OFFER OR THE POTENTIAL TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER ANNOUNCEMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER, BUT MERELY ANNOUNCES AN INTENTION TO POTENTIALLY MAKE A TENDER 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 A TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. IF A TENDER OFFER IS ANNOUNCED, INVESTORS SHALL ACCEPT SUCH TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. THE POTENTIAL TENDER OFFER WILL NOT BE MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN 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 THAT WILL BE UNDERTAKEN IN FINLAND.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH THE LAWS OF THE NETHERLANDS AS WELL AS, TO THE EXTENT APPLICABLE IN ACCORDANCE 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 ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND OR THE NETHERLANDS.
Info for Tikkurila shareholders in the US
The potential supply is predicted to be made for the issued and excellent shares of Tikkurila, which is domiciled in Finland, and is topic to Finnish disclosure and procedural necessities. It’s anticipated that the potential supply could be made in the US pursuant to Part 14(e) and Regulation 14E beneath the U.S. Securities Alternate Act of 1934, as amended (the “Alternate Act”), topic to exemptions supplied by Rule 14d-1(d) beneath the Alternate Act for a “Tier II” tender supply, and in any other case in accordance with the disclosure and procedural necessities of Finnish regulation, together with with respect to the timetable of the potential supply, settlement procedures, withdrawal, waiver of situations and timing of funds, that are completely different from these of the US. The potential supply, if any, is to be made to Tikkurila’s shareholders resident in the US on the identical phrases and situations as these made to all different shareholders of Tikkurila to whom a proposal could also be made.
To the extent permissible beneath relevant regulation or laws, AkzoNobel and its associates or its brokers and its brokers’ associates (appearing as brokers for AkzoNobel or its associates, as relevant) might occasionally after the date of this public announcement and through the pendency of the potential supply, and apart from pursuant to potential supply, instantly or not directly, buy or prepare to buy shares of Tikkurila or any securities which are convertible into, exchangeable for or exercisable for shares of Tikkurila. These purchases might happen both within the open market at prevailing costs or in personal transactions at negotiated costs. To the extent details about such purchases or preparations to buy is made public in Finland, such info shall be disclosed by way of a inventory trade launch or public announcement or by different means moderately calculated to tell U.S. shareholders of such info. No purchases shall be made exterior the potential supply in the US by, or on behalf of, AkzoNobel. As well as, the monetary advisers to AkzoNobel may additionally interact in extraordinary course buying and selling actions in securities of Tikkurila, which can embody purchases or preparations to buy such securities. To the extent required in Finland, any details about such purchases shall be made public in Finland within the method required by Finnish regulation.
Neither the U.S. Securities & Alternate Fee nor any U.S. state securities fee has accepted or disapproved of the potential supply, handed upon the deserves or equity of the potential supply, or handed any remark upon the adequacy, accuracy or completeness of the disclosure on this public announcement. Any illustration on the contrary is a felony offence in the US.
Protected Harbor Assertion
This report comprises statements which deal with such key points as AkzoNobel’s development technique, future monetary outcomes, market positions, product growth, merchandise within the pipeline and product approvals. Such statements needs to be fastidiously thought of, and it needs to be under-stood that many elements might trigger forecast and precise outcomes to vary from these statements. These elements embody, however should not restricted to, worth fluctuations, foreign money fluctuations, developments in uncooked materials and personnel prices, pensions, bodily and environmental dangers, authorized points, and legislative, fiscal, and different regulatory measures, in addition to vital market disruptions such because the affect of pandemics. Said aggressive positions are based mostly on administration estimates supported by info supplied by specialised exterior businesses. For a extra complete dialogue of the danger elements affecting our enterprise, please see our newest annual report.
About AkzoNobel
AkzoNobel has a ardour for paint. We’re consultants within the proud craft of constructing paints and coatings, setting the usual in coloration and safety since 1792. Our world class portfolio of manufacturers – together with Dulux, Worldwide, Sikkens and Interpon – is trusted by prospects across the globe. Headquartered within the Netherlands, we’re energetic in over 150 international locations and make use of round 32,000 proficient people who find themselves enthusiastic about delivering the high-performance services and products our prospects count on.
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