GlobeNewswire

AkzoNobel confirms intent to acquire Tikkurila with binding proposal for €31.25 per share, with due diligence supporting value creation opportunity

Share

January 28, 2021

AkzoNobel confirms intent to acquire Tikkurila with binding proposal for €31.25 per share, with due diligence supporting value creation opportunity

Akzo Nobel N.V. (AKZA; AKZOY) has today submitted a binding proposal to the Board of Directors of Tikkurila, having completed its due diligence on the company. The proposal relates to a tender offer for all the issued and outstanding shares of Tikkurila at an offer price of €31.25 per share, representing a total equity value of around €1.4 billion.

On January 18, 2021, AkzoNobel announced it had made a comprehensive non-binding proposal to acquire Tikkurila and invited the Board of Directors of Tikkurila to enter into negotiations with a view to reaching agreement on a recommended voluntary public cash tender offer.

Conducting customary due diligence has confirmed the AkzoNobel view that clear synergies would be created from collective procurement capabilities, expanded production, and combined sales and distribution channels. The combination would deliver substantial value creation for shareholders and also create significant opportunities for future growth – both for the company and its employees – by providing customers with more innovative and sustainable solutions.

The proposed transaction is consistent with the capital allocation priorities of AkzoNobel, is expected to be EPS accretive in the first year and value creating in the medium-term. The proposal is not conditional on financing – it would be financed using existing cash and credit lines – and AkzoNobel maintains a target leverage ratio of 1-2x net debt/EBITDA.

Key terms for launch and completion of an offer

The making of the potential tender offer, if any, depends on the satisfaction of the below pre-conditions. If the process advances quickly, an offer could be announced in February and AkzoNobel would envisage the offer period to begin as soon as possible in March. The transaction would be expected to be completed during 2021.

The binding proposal is conditional on (1) AkzoNobel and Tikkurila entering into a combination agreement pursuant to which the Board of Directors of Tikkurila recommends to the shareholders of Tikkurila that they accept AkzoNobel's tender offer and (2) obtaining an irrevocable undertaking from Oras Invest Oy to accept AkzoNobel's tender offer. The binding proposal is not conditional on due diligence or the approval by AkzoNobel's Supervisory Board, which has approved the submission of this binding proposal to Tikkurila.

According to the binding proposal, the completion of the tender offer, if announced, would be subject to customary conditions, such as reaching a 90% acceptance level, obtaining required regulatory approvals, no legislation or decision by a court or authority preventing the transaction, no material adverse change regarding Tikkurila, and the combination agreement, Tikkurila Board's recommendation and the irrevocable undertaking to be obtained from Oras Invest Oy remaining in force. AkzoNobel would reserve the right, at its sole discretion, to waive any of the conditions for completion of the potential offer.

Shareholders are advised that there is no certainty that the binding proposal will eventually lead to a final agreement between AkzoNobel and Tikkurila or the making of an offer to Tikkurila shareholders. The terms of the offer, if announced, may differ from the terms set out in the binding proposal and this announcement.

The current combination agreement entered into by Tikkurila includes procedures allowing the offeror to negotiate should the Board of Directors of Tikkurila contemplate effecting a change of its recommendation.

At the date of this announcement, AkzoNobel does not hold any shares of Tikkurila.

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.

Important Information

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.

Information for Tikkurila shareholders in the United States

The potential offer is expected to be made for the issued and outstanding shares of Tikkurila, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. It is anticipated that the potential offer would be made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a “Tier II” tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the timetable of the potential offer, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The potential offer, if any, is to be made to Tikkurila’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Tikkurila to whom an offer may be made.

To the extent permissible under applicable law or regulations, AkzoNobel and its affiliates or its brokers and its brokers’ affiliates (acting as agents for AkzoNobel or its affiliates, as applicable) may from time to time after the date of this public announcement and during the pendency of the potential offer, and other than pursuant to potential offer, directly or indirectly, purchase or arrange to purchase shares of Tikkurila or any securities that are convertible into, exchangeable for or exercisable for shares of Tikkurila. 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 release or public announcement or by other means reasonably calculated to inform U.S. shareholders of such information. No purchases will be made outside the potential offer in the United States by, or on behalf of, AkzoNobel. In addition, the financial advisers to AkzoNobel may also engage in ordinary course trading activities in securities of Tikkurila, 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 U.S. Securities & Exchange Commission nor any U.S. state securities commission has approved or disapproved of the potential offer, passed upon the merits or fairness of the potential offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this public announcement. Any representation to the contrary is a criminal offence in the United States.

Safe Harbor Statement

This report contains statements which address such key issues as AkzoNobel’s growth strategy, future financial results, market positions, product development, products in the pipeline and product approvals. Such statements should be carefully considered, and it should be under-stood that many factors could cause forecast and actual results to differ from these statements. These factors include, but are not limited to, price fluctuations, currency fluctuations, developments in raw material and personnel costs, pensions, physical and environmental risks, legal issues, and legislative, fiscal, and other regulatory measures, as well as significant market disruptions such as the impact of pandemics. Stated competitive positions are based on management estimates supported by information provided by specialized external agencies. For a more comprehensive discussion of the risk factors affecting our business, please see our latest annual report.

About AkzoNobel

We’ve been pioneering a world of possibilities to bring surfaces to life for well over 200 years. As experts in making coatings, there’s a good chance you’re only ever a few meters away from one of our products. Our world class portfolio of brands – including Dulux, International, Sikkens and Interpon – is trusted by customers around the globe. We’re active in more than 150 countries and have set our sights on becoming the global industry leader. It’s what you’d expect from the most sustainable paints company, which has been inventing the future for more than two centuries.

Not for publication – for more information

Media RelationsInvestor Relations
T +31 (0)88 – 969 7833T +31 (0)88 – 969 7856
Contact: Diana Abrahams
Media.relations@akzonobel.com
Contact: Lloyd Midwinter
Investor.relations@akzonobel.com


Attachment


About GlobeNewswire

GlobeNewswire
GlobeNewswire
One Liberty Plaza - 165 Broadway
NY 10006 New York

https://globenewswire.com

GlobeNewswire is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.

Subscribe to releases from GlobeNewswire

Subscribe to all the latest releases from GlobeNewswire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from GlobeNewswire

Eckert & Ziegler’s GalliaPharm® distributed by Curium in France2.3.2021 01:15:00 CETPress release

Berlin, Germany and Paris, France, March 01, 2021 (GLOBE NEWSWIRE) -- Eckert & Ziegler Radiopharma GmbH and Curium PET France have decided to reinforce their existing long term partnership by extending their agreement for the distribution of Galliapharm® generators in France, Curium being the partner of choice given the national coverage of its PET network in France . "Achieving greater market penetration for our core product GalliaPharm® is the focus of our sales strategy. With its established network in France, Curium is thus perfectly qualified to be our partner," Dr. Harald Hasselmann, member of the Executive Board of Eckert & Ziegler AG and responsible for the Medical segment, explained. “In the coming years, Gallium-68 based diagnostics will become even more prevalent than today. Eckert & Ziegler is ideally equipped to serve these market needs. Since currently several clinical studies are conducted worldwide with so-called theranostics, we expect an increasing demand for both, th

CrossAmerica Partners LP Reports Fourth Quarter and Year-End 2020 Results1.3.2021 22:15:00 CETPress release

Allentown, March 01, 2021 (GLOBE NEWSWIRE) -- CrossAmerica Partners LP Reports Fourth Quarter and Year-End 2020 Results Reported Fourth Quarter 2020 Operating Income of $8.1 million and Net Income of $9.0 million compared to Operating Income of $9.4 million and Net Income of $4.3 million for the Fourth Quarter 2019Generated Fourth Quarter 2020 Adjusted EBITDA of $24.4 million and Distributable Cash Flow of $26.2 million compared to Fourth Quarter 2019 Adjusted EBITDA of $25.6 million and Distributable Cash Flow of $18.8 millionReported Fourth Quarter 2020 Gross Profit for the Wholesale Segment of $36.8 million compared to $32.7 million of Gross Profit for the Fourth Quarter 2019Reported Fourth Quarter 2020 Gross Profit for the Retail Segment of $19.5 million compared to $2.3 million of Gross Profit for the Fourth Quarter 2019Distributed 308.5 million wholesale fuel gallons during the Fourth Quarter 2020 at an average wholesale fuel margin per gallon of 7.8 cents Reported Full Year 2020

Historic Hyperloop Vehicle to be Unveiled to the Public at the Smithsonian FUTURES Exhibition this Fall1.3.2021 21:32:46 CETPress release

Vehicle made history in November 2020 carrying the world’s first hyperloop passengers Virgin Hyperloop joins the ranks of cutting-edge innovations debuted at Smithsonian WASHINGTON, March 01, 2021 (GLOBE NEWSWIRE) -- Just months after the world’s first hyperloop passenger testing, Virgin Hyperloop today announced that the passenger-carrying vehicle, dubbed “Pegasus,” will be making its public debut at the Smithsonian Arts + Industries Building in November 2021. Previously, the Building has showcased world-changing inventions like Edison’s lightbulb, the first telephones, and Apollo rockets. “Growing up, I spent family vacations at the Smithsonian National Air and Space Museum, seeing first-hand how engineers could change the world,” said Josh Giegel, CEO and Co-Founder of Virgin Hyperloop. “Having the vehicle the Virgin Hyperloop team created on display at the Smithsonian, inspiring the next generation of engineers to think big, is truly a dream come true.” The historic Arts + Industri

GOGL – Special General Meeting1.3.2021 21:00:00 CETPress release

1 March 2021 Golden Ocean Group Limited (NASDAQ and OSE: GOGL) (the "Company”) advises that a Special General Meeting of the Company will be held on 26 March 2021 to consider a proposal to increase the Company's authorized share capital. The record date for voting at the Special General Meeting is set to 3 March 2021. The notice, agenda and any associated material will be distributed prior to the meeting. The Board of Directors Golden Ocean Group Limited Hamilton, Bermuda This information is subject of the disclosure requirements pursuant to Euronext Oslo Rule Book II item 4.2.4.

PRESS RELEASE: BIGBEN - DESCRIPTION OF THE SHARE BUY BACK PROGRAMME1.3.2021 18:35:00 CETPress release

Press release Lesquin, 1st March 2021 17:45hrs Description of the share buy back programme authorised by the Combined general meeting of 30 July 2020 and implemented by the Board of directors of 1 March 2021 Bigben Interactive announces the implementation of its share buyback programme authorised by the General Meeting of Shareholders on 30 July 2020. In this respect, the Company has provided an investment services provider, CIC Market Solutions, with a mandate to acquire shares. 1.Legal framework Pursuant to the provisions of Articles L. 225-209 et seq. of the French Commercial Code, Articles 241-1 to 241-7 of the General Regulations of the Autorité des Marchés Financiers (the French Stock Exchange Authority) and EU Regulation No. 596/2014 of the European Parliament and of the European Council of 16 April 2014 on market abuse, the aim of this description is to present the purpose and terms of the Company's share buyback programme. 2. Date of the combined general meeting of shareholder

CONDITIONS FOR THE RIKSBANK´S PURCHASES OF COMMERCIAL PAPER1.3.2021 16:20:00 CETPress release

Bid procedure, 2021-03-03CertificateCommercial paper issued in SEK by non-financial companies with their registered office in Sweden and with a remaining maturity of up to six months on the Bid date. i.e. with the latest maturity date as of 2021-09-03 Delivery may not be made in commercial paper purchased by the Counterparty from the issuer less than one week prior to the date for announcing the Special terms, i.e. the purchase may not have been made after 2021-02-22 BidsCounterparties may make one bid per Credit rating class and maturity class. Bids are made to tel 08-696 69 70 and confirmed by e-mail to EOL@riksbank.se.Bid date2021-03-03Bid times09.00-09.30 (CET/CEST) on the Bid dateRequested volume (corresponding nominal amount)SEK 4 billionHighest permitted bid volume (corresponding nominal amount)The total bid volume from one Counterparty for the two Credit rating classes may not exceed SEK 4 billion. No bid may contain Commercial paper in excess of SEK 250 million issued by the s

RAPALA VMC CORPORATION - NOTICE TO THE ANNUAL GENERAL MEETING1.3.2021 16:00:00 CETPress release

Rapala VMC Corporation Stock Exchange Release March 1, 2021 at 17:00 p.m. RAPALA VMC CORPORATION - NOTICE TO THE ANNUAL GENERAL MEETING Notice is given to the shareholders of Rapala VMC Corporation (“Rapala” or the “Company”) to the Annual General Meeting to be held on Thursday 25 March 2021 starting at 10:00 a.m. (EET) at the address Mäkelänkatu 91, 00610, Helsinki, Finland. The Company’s Board of Directors has resolved on exceptional meeting procedures based on the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020), which entered into force on 3 October 2020. In order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company, the Annual General Meeting will be organized without shareholders’ and their proxy representatives’ presence at the Annual General Meeting venue. Shareholders can participate in the Annual General Meeting and use their shareholder rights in connection with the Annual General Meeting by vot