Nixu Corporation, Stock exchange release, 23 February 2023, 8.00 p.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.
On 16 February 2023, DNV AS (the “Offeror”) announced that it will make a
voluntary recommended public cash tender offer for all the issued and
outstanding shares (the “Shares”) that are not held by Nixu Corporation (“Nixu”
or the “Company”) or any of its subsidiaries and the issued and outstanding
stock options (the “Stock Options”) in Nixu (the “Tender Offer”).
The Board of Directors of the Company (the “Nixu Board”) has decided to issue
the statement below regarding the Tender Offer as required by Chapter 11,
Section 13 of the Finnish Securities Markets Act (746/2012, as amended, the
“Finnish Securities Markets Act”).
Tender Offer in Brief
The Offeror is a private limited liability company incorporated under the laws
of the Kingdom of Norway. The Offeror is a fully owned subsidiary of DNV Group
AS, a private limited liability company incorporated under the laws of the
Kingdom of Norway. The ultimate parent of DNV Group AS is Stiftelsen Det Norske
Veritas, a free standing, autonomous and independent foundation whose purpose is
to safeguard life, property and the environment incorporated under the laws of
the Kingdom of Norway.
The Offeror and Nixu have on 16 February 2023 entered into a combination
agreement (the “Combination Agreement”), pursuant to which the Offeror will make
the Tender Offer for all of the Shares and Stock Options.
The Tender Offer will be made in accordance with the terms and conditions of the
Tender Offer to be included in the tender offer document to be approved by the
Finnish Financial Supervisory Authority, expected to be published by the Offeror
on or about 27 February 2023 (the “Tender Offer Document”).
As at the date of this statement, Nixu has 7,447,219 issued shares, of which
7,445,693 are outstanding Shares and 1,526 of which are held in treasury, and a
total of 219,300 outstanding Stock Options, comprising of 63,800 Stock Options
2019A (the “Stock Options 2019A”), 68,000 Stock Options 2019B (the “Stock
Options 2019B”) and 87,500 Stock Options 2019C (the “Stock Options 2019C”).
According to information provided by the Offeror, the Offeror held on 16
February 2023 75,467 Shares and votes in Nixu.
The Offeror has reserved the right to buy Shares and Stock Options before,
during and/or after the offer period (including any extension thereof and any
subsequent offer period) in public trading on Nasdaq Helsinki Ltd (“Nasdaq
Helsinki”) or otherwise.
The Offer Price
The share offer price is EUR 13.00 in cash for each Share validly tendered in
the Tender Offer (the “Share Offer Price”), subject to any adjustments as set
out below.
The price offered for each Stock Option validly tendered is EUR 0.91 in cash for
each outstanding Stock Option 2019A (the “Stock Option 2019A Offer Price”), EUR
3.52 in cash for each outstanding Stock Option 2019B (the “Stock Option 2019B
Offer Price”) and EUR 3.05 in cash for each outstanding Stock Option 2019C (the
“Stock Option 2019C Offer Price”, and together with Stock Option 2019A Offer
Price and Stock Option 2019B Offer Price, the “Stock Option Offer Price”),
subject to any adjustments as set out below.
The Share Offer Price represents a premium of:
· 67.1 per cent compared to EUR 7.78, the closing price of the Share on Nasdaq
Helsinki on 15 February 2023, the last trading day immediately preceding the
announcement of the Tender Offer;
· 79.6 per cent compared to EUR 7.24, the three-month volume-weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer; and
· 105.6 per cent compared to EUR 6.32, the twelve-month volume-weighted
average trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer.
The Share Offer Price has been determined based on 7,445,693 Shares, the Stock
Option 2019A Offer Price has been determined based on 63,800 Stock Options
2019A, the Stock Option 2019B Offer Price has been determined based on 68,000
Stock Options 2019B and the Stock Option 2019C Offer Price has been determined
based on 87,500 Stock Options 2019C.
Should the Company change the number of Shares as at the date of the Combination
Agreement as a result of a new share issue, reclassification, stock split
(including a reverse split) or any other similar transaction with dilutive
effect, excluding (i) any subscription for the Company's shares based on Stock
Options or (ii) issue of the Company's shares pursuant to the Matching Share
Plan for the CEO of the Company, or should the Company declare a dividend or
otherwise distribute funds or any other assets to its shareholders, or if a
record date with respect to any of the foregoing shall occur on or prior to the
settlement of any of the completion trades under the initial, extended, or
subsequent offer period of the Tender Offer, resulting in the distribution of
funds with regard to certain Shares not being payable to the Offeror, the Share
Offer Price and the Stock Option Offer Price shall be reduced accordingly on a
euro-for-euro basis, and in case of dividend or distribution of funds or assets,
in respect of such Shares only.
Other information relating to the Tender Offer
Peter Gylfe, Marko Kauppi (himself and on behalf of his wholly-owned company
Tenendum Oy), Varma Mutual Pension Insurance Company, Lamy Oy, Parteen Oy, Visio
Allocator Fund, and all members of the management team of the Company, including
the CEO Teemu Salmi, who own Shares or Stock Options, together representing
approximately 22.3 per cent of the Shares and votes in Nixu and 43.8 percent of
the Stock Options, have irrevocably undertaken to accept the Tender Offer. These
irrevocable undertakings may be terminated among other terms in the event that
the Offeror withdraws the Tender Offer, or in the event that a competing offer
is announced by a third party with a consideration of at least 10 per cent
higher than the Share Offer Price and the Offeror does not match or exceed the
consideration offered in such competing offer within a certain period of time,
or in the event the Nixu Board withdraws its recommendation (or modifies or
changes the recommendation in a manner detrimental to the Tender Offer) other
than as a result of an above-mentioned competing offer.
Based on information received from the Offeror, together with the Shares
directly held by the Offeror on 16 February 2023, the irrevocable undertakings
represented approximately 23.3 per cent of all Shares and votes in Nixu.
The Tender Offer is conditional upon the satisfaction or waiver by the Offeror
of certain customary conditions on or prior to the Offeror's announcement of the
final results of the Tender Offer including, among others, that all necessary
approvals by any regulatory authorities, such as the approval from the Ministry
of Economic Affairs and Employment of Finland, have been received (or where
applicable, the relevant waiting periods have expired) and the Offeror having
gained control of more than 90 per cent of the Shares and voting rights in Nixu.
Based on the information made available by the Offeror to the Company, the
Offeror has access to capital in sufficient amounts in the form of funds
immediately available to the Offeror, for completing the Tender Offer and for
financing the potential compulsory redemption proceedings in accordance with the
Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”) and
the potential payment of the termination fee by the Offeror. The Offeror's
obligation to complete the Tender Offer is not conditional upon availability of
financing.
The offer period under the Tender Offer is expected to commence on or about 28
February 2023 and to expire on or about 17 April 2023, unless the Offeror
extends the offer period in order to satisfy the conditions to completion of the
Tender Offer, including, among others, receipt of all necessary regulatory
approvals. The Tender Offer is currently expected to be completed during the
second quarter of 2023.
As announced in connection with the publication of the Tender Offer, the
Combination Agreement includes customary provisions whereby the Nixu Board
retains the right to withdraw, modify, amend or decide not to issue its
recommendation or take actions contradictory to its earlier recommendation to
shareholders and holders of Stock Options to accept the Tender Offer if the Nixu
Board considers that, due to materially changed circumstances (including, but
not limited to, a competing offer or superior offer), the acceptance of the
Tender Offer would no longer be in the best interest of the holders of the
Shares and/or Stock Options. The Nixu Board shall provide the Offeror with a
reasonable opportunity, during not less than four business days after having
informed the Offeror of its intentions to take any such actions, to negotiate
with the Nixu Board in respect of such actions. If such an action is connected
to a serious written competing offer, which the Nixu Board has determined in
good faith to have capability to become a superior offer, the Nixu Board has an
obligation to inform the Offeror about the competing offer and give the Offeror
a reasonable opportunity, during not less than four business days after such
competing offer has been published or after the Offeror has received all
material information relating to such competing offer, to negotiate and agree
with the Nixu Board on improving the terms of the Tender Offer.
Further, in accordance with the Combination Agreement, the Company shall, and
shall cause its subsidiaries and their respective affiliates and representatives
to, (a) not solicit, directly or indirectly, any inquiries or solicit or
facilitate any proposal or offer (including any proposal or offer to holders of
Shares or Stock Options) that constitutes, or would reasonably be expected to
lead to, any competing offer, (b) cease and cause to be terminated any possible
discussions, negotiations or other activities related to any competing offer
conducted prior to the date of the Combination Agreement and (c) not, upon
receipt of a competing offer, directly or indirectly, facilitate or promote the
progress of such competing offer, except, in each case, if (and only to the
extent that) such competing offer constitutes a superior offer, or, if announced
or entered into, would in the reasonable opinion of the Nixu Board, have
capability to constitute a superior offer, as applicable, and provided that the
Company complies with certain procedures about matters arising from such
competing offer before any change of recommendation.
If the Combination Agreement is terminated due to a superior offer being
completed, as further specified in the Combination Agreement, the Company has
agreed to reimburse expenses incurred by the Offeror up to the maximum amount of
EUR 1,000,000. If the Combination Agreement is terminated due to certain reasons
specified in the Combination Agreement, the Offeror has agreed to pay the
Company as liquidated damages an amount of EUR 1,000,000.
Background for the Statement
Pursuant to the Finnish Securities Markets Act and the Helsinki Takeover Code
issued by the Finnish Securities Market Association (the “Helsinki Takeover
Code”), the Nixu Board must issue a public statement regarding the Tender Offer.
The statement must include a well-founded assessment of the Tender Offer from
the perspective of Nixu and its shareholders and holders of Stock Options as
well as of the strategic plans presented by the Offeror in the Tender Offer
Document and their likely effects on the operations of, and employment at, Nixu.
For the purposes of issuing this statement, the Offeror has submitted to the
Nixu Board a draft version of the Finnish language Tender Offer Document in the
form in which the Offeror has filed it with the Finnish Financial Supervisory
Authority for approval on 17 February 2023 (the “Draft Tender Offer Document”).
In preparing its statement, the Nixu Board has relied on information provided in
the Draft Tender Offer Document by the Offeror and certain other information
provided by the Offeror and has not independently verified this information.
Accordingly, the Nixu Board's assessment of the consequences of the Tender Offer
on Nixu's business and employees should be treated with caution.
Assessment Regarding Strategic Plans Presented by the Offeror in the Draft
Tender Offer Document and Their Likely Effects on the Operations of, and
Employment at, Nixu
Information Given by the Offeror in the Draft Tender Offer Document
The Nixu Board has assessed the Offeror's strategic plans based on the
statements made in the Company's and the Offeror's announcement regarding the
Tender Offer published on 16 February 2023 and the Draft Tender Offer Document.
The Offeror has placed cyber security at the heart of its growth strategy and
aims to build a world-class cyber security services business to support a
growing portfolio of more than 100,000 customers in tackling risks emerging from
digital transformation. Nixu has become a trusted cyber security partner to
businesses across Europe, providing deep expertise and innovation to make
cyberspace a secure place.
The Offeror and Nixu are well positioned to build a leading European cyber
security services provider. By combining Nixu's trusted reputation and domain
expertise with the Offeror's large and diverse customer footprint, industrial
cyber security capabilities, strong balance sheet, long-term investment horizon
and mature business infrastructure, the two companies can serve the market with
greater impact together than could be achieved alone.
The Offeror will support the acceleration of Nixu's strategic growth in Europe,
and its pursuit to strengthen cash flow. Nixu will become the Offeror's largest
cyber security hub, with continued focus on serving customers in Finland and
across Northern Europe. Nixu will play a central role in shaping the future of
the Offeror's cyber security business. Nixu's employees will be provided with
backing for professional development, more resources for growth and greater
access to international projects.
The Offeror has expressed sincere interest in acquiring all Shares and Stock
Options in Nixu and is making a compelling offer to Nixu's shareholders and
holders of Stock Options. The Tender Offer enables the Company's shareholders
and holders of Stock Options to realise their held securities in Nixu at an
attractive premium.
Based on information made available by the Offeror, the completion of the Tender
Offer is not expected to have any immediate material effects on the business
operations, assets, or the position of the management or employees, of Nixu.
However, as is customary, the Offeror intends to change the composition of the
Nixu Board after the completion of the Tender Offer.
Board Assessment
The Nixu Board believes that the Offeror's intention to support the acceleration
of Nixu's strategic growth in Europe and its pursuit to strengthen cash flow
will benefit the activities of the Company in the future. The Nixu Board
believes that the Company can benefit from the Offeror's global experience in
the industry and will also be able to expand its business into and gain access
to new customers in additional geographies. The Nixu Board shares the Offeror's
view that, as a part of the Offeror, Nixu's employees would be provided with
backing for professional development, more resources for growth and greater
access to international projects. The Nixu Board also believes that the combined
company could be better positioned to attract new employees.
Further, the Nixu Board considers that the Share Offer Price and Stock Option
Offer Price and the credibility of the Offeror as an owner as well as the
support by the Company's major shareholders for the Tender Offer, support the
Offeror's ability to reach more than 90 per cent ownership of the Shares and
voting rights in Nixu.
The Nixu Board considers that the information on the Offeror's strategic plans
concerning Nixu included in the Draft Tender Offer Document is of a general
nature. However, based on the information presented to Nixu and the Nixu Board,
the Nixu Board believes that the completion of the Tender Offer is not expected
to have any immediate material effects on Nixu's operations or the position of
the employees of Nixu.
On the date of this statement, the Nixu Board has not received from Nixu's
employees any formal statements as to the effects of the Tender Offer to the
employment at Nixu.
Assessment of the Tender Offer from the Perspective of Nixu and its Shareholders
and Holders of Stock Options
When evaluating the Tender Offer, analysing alternative opportunities available
to Nixu and concluding on its statement, the Nixu Board has considered several
factors, including, but not limited to, Nixu's recent financial performance,
current position and future prospects, the historical performance of the trading
price of Nixu's share and the conditions for the Offeror to complete the Tender
Offer.
The Nixu Board's assessment of continuing the business operations of Nixu as an
independent company has been based on reasonable future-oriented estimates,
which include various uncertainties, whereas the Share Offer Price and the
premium included therein and the Stock Option Offer Price are not subject to any
uncertainty other than the fulfilment of the conditions to completion of the
Tender Offer.
The Nixu Board received a fairness opinion, dated 16 February 2023, from Nixu's
financial adviser, Danske Bank A/S, Finland Branch (“Danske Bank”), to the
effect that, as of the date of such fairness opinion, the Share Offer Price and
Stock Option Offer Price to be paid to holders of Shares and Stock Options,
respectively, pursuant to the Tender Offer were fair, from a financial point of
view, to such holders, which fairness opinion was based upon and subject to the
assumptions made, procedures followed, matters considered and limitations and
qualifications on the review undertaken as more fully described in such fairness
opinion (the “Fairness Opinion”). The complete Fairness Opinion is attached as
Appendix 1 to this statement.
Process resulting in the Tender Offer
During 2022, Nixu was approached by several parties (including the Offeror) that
expressed an interest in making a public offer for all the Shares. Following the
rejection of an initial indicative offer by the Offeror, and further
negotiations with the Offeror, the Nixu Board invited the Offeror and another
potential bidder to conduct a due diligence review of the Company. Following the
due diligence review, the Nixu Board received non-binding indicative offers from
the Offeror and the other potential bidder and assessed the received non-binding
indicative offers as well as the option of remaining an independent listed
company.
Having carefully assessed the terms and conditions of the Tender Offer,
including the preconditions set by the Offeror for launching the Tender Offer,
the Nixu Board has concluded that entering into the Combination Agreement,
including a customary non-solicitation clause and a customary termination fee,
enables an attractive offer and is and continues to be in the best interests of
the shareholders and holders of Stock Options of Nixu.
Board Assessment
The Nixu Board believes that the consideration offered by the Offeror is fair to
the shareholders and holders of Stock Options based on its assessment of the
matters and factors, which the Nixu Board has concluded to be material in
evaluating the Tender Offer. These matters and factors include, but are not
limited to:
· the information and assumptions on the business operations and financial
condition of Nixu as at the date of this statement and their expected future
development, including an assessment of expected risks and opportunities related
to the implementation and execution of Nixu's new strategy as an independent
company;
· the Share Offer Price and the Stock Option Offer Price and the premium being
offered for the Shares;
· the historical trading price of the Shares;
· irrevocable undertakings given by certain major shareholders of Nixu and all
members of the management team of Nixu;
· transaction certainty, and that the conditions of the Tender Offer are
reasonable and customary;
· valuation multiples of the Shares compared to the industry multiples before
the announcement of the Tender Offer;
· valuations and analysis made and commissioned by the Nixu Board as well as
discussions with an external financial adviser; and
· the Fairness Opinion issued by Danske Bank.
The Nixu Board has investigated and considered trends in the markets and the
industry and certain strategic alternatives available to Nixu. Such alternatives
include, but are not limited to, remaining an independent listed company. The
Nixu Board has also considered the risks and uncertainties associated with such
alternatives.
The Nixu Board has concluded that Nixu would also have viable opportunities to
develop its business as an independent company for the benefit of Nixu and its
shareholders and holders of Stock Options. However, taking into consideration
the risks and uncertainties associated with such stand-alone approach, the Nixu
Board has concluded, based on its overall assessment, taking into consideration
the factors described above, among other matters, that the Tender Offer is a
favorable alternative for the shareholders and holders of Stock Options.
Recommendation of the Nixu Board
The Nixu Board has carefully assessed the Tender Offer and its terms and
conditions based on the Draft Tender Offer Document, the Fairness Opinion, and
other available information.
Based on the foregoing, the Nixu Board considers that the Tender Offer and the
amount of the Share Offer Price and Stock Option Offer Price are, under the
prevailing circumstances, fair to Nixu's shareholders and holders of the Stock
Options.
Given the above viewpoints, the members of the Nixu Board, who participated in
the decision-making regarding this statement, unanimously recommend that the
shareholders and holders of the Stock Options of Nixu accept the Tender Offer.
Four out of five members of the Nixu Board have participated in the decision
-making regarding this statement. Marko Kauppi, Deputy Chair of the Nixu Board,
has irrevocably undertaken to tender all Shares held directly by him and his
wholly-owned investment company Tenendum Oy in the Tender Offer, and has
therefore not participated in the decision-making concerning the Combination
Agreement by the Nixu Board or in the decision-making concerning the
recommendation of the Nixu Board.
Certain Other Matters
The Nixu Board notes that the combination of Nixu and the Offeror's operations
will, in addition to synergy benefits, pose challenges to both parties, and the
transaction may, as is common in such processes, involve unforeseeable risks.
The Nixu Board notes that the shareholders and holders of the Stock Options of
Nixu should also take into account the potential risks related to non-acceptance
of the Tender Offer. If the acceptance condition of more than 90 per cent of the
Shares and votes is waived, the completion of the Tender Offer would reduce the
number of Nixu's shareholders and the number of shares, which would otherwise be
traded on Nasdaq Helsinki. Depending on the number of Shares validly tendered in
the Tender Offer, this could have an adverse effect on the liquidity and value
of the shares in Nixu. Furthermore, pursuant to the Finnish Companies Act, a
shareholder that holds more than half of the voting rights carried by the shares
present in a company's general meeting has sufficient voting rights to decide
on, among other things, the appointment of board members and distribution of
dividends and a shareholder that holds more than two-thirds of the shares and
voting rights carried by the shares present in a company's general meeting has
sufficient voting rights to decide upon certain corporate transactions,
including, but not limited to, a merger of the company into another company, an
amendment of the articles of association of the company, a change of domicile of
the company and an issue of shares in the company in deviation from the
shareholders' pre-emptive subscription rights.
Pursuant to Chapter 18 of the Finnish Companies Act, a shareholder that holds
more than 90 per cent of all shares and votes in a company shall have the right
to acquire and, subject to a demand by other shareholders, also be obligated to
redeem the shares owned by the other shareholders. In such case, the Shares held
by Nixu's shareholders, who have not accepted the Tender Offer, may be redeemed
through redemption proceedings under the Finnish Companies Act in accordance
with the conditions set out therein.
Nixu and the Offeror have undertaken to comply with the Helsinki Takeover Code
referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.
This statement of the Nixu Board does not constitute investment or tax advice,
and the Nixu Board does not specifically evaluate herein the general price
development or the risks relating to the shares in general. Shareholders and
holders of Stock Options must independently decide whether to accept the Tender
Offer, and they should take into account all the relevant information available
to them, including information presented in the Tender Offer Document and this
statement as well as any other factors affecting the value of the Shares or
Stock Options.
Nixu has appointed Danske Bank as its financial adviser and Borenius Attorneys
Ltd as its legal adviser in connection with the Tender Offer.
The Board of Directors of Nixu
Appendix 1: Fairness Opinion
Further information:
CEO Teemu Salmi, Nixu Corporation
e-mail: teemu.salmi@nixu.com
+358 9 478 1011
Distribution:
Nasdaq Helsinki
Main media
www.nixu.com
Nixu in brief:
Nixu is a cybersecurity services company that has been shaping the future
through cybersecurity for over three decades. We make cyberspace a secure place
and help our clients ensure business resilience with peace of mind. Nixu has
Nordic roots, and we employ around 400 of the best professionals in Finland,
Sweden, the Netherlands, Denmark, and Romania. Our experts are safeguarding the
most demanding environments of some of the largest organizations in the world
across all industries. Nixu shares are listed on the Nasdaq Helsinki Stock
Exchange.
www.nixu.com
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 Nixu in the United States
The Tender Offer will be made for the issued and outstanding shares in Nixu,
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. Shareholders in the United States are advised that the Shares are
not listed on a U.S. securities exchange and that Nixu 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 Nixu's shareholders resident in the United States on
the same terms and conditions as those made to all other shareholders of Nixu 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 Nixu's other shareholders.
To the extent permissible under applicable law or regulations, 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 Nixu of such information.
In addition, the financial advisers to the Offeror may also engage in ordinary
course trading activities in securities of Nixu, 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 Nixu's shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws since the
Offeror and Nixu 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.
Nixu's shareholders may not be able to sue the Offeror or Nixu 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 Nixu 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
Nordea Bank Abp is acting as financial adviser to the Offeror and arranger
outside of the United States and no one else in connection with the Tender
Offer, and will not regard any other person as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Offeror for
providing the protection afforded to clients of Nordea Bank Abp, nor for
providing advice in relation to the Tender Offer or the other matters referred
to in this release. For the avoidance of doubt, Nordea Bank Abp is not
registered as a broker or dealer in the United States of America and will not be
engaging in direct communications relating to the Tender Offer with investors
located within the United States (whether on a reverse inquiry basis or
otherwise). U.S. shareholders should contact their brokers with any questions
relating to the Tender Offer.
Danske Bank A/S is authorized under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228.
Danske Bank A/S (acting via its Finland Branch) is acting as financial adviser
to the Company and no other person in connection with these materials or their
contents. Danske Bank A/S will not be responsible to any person other than the
Company for providing any of the protections afforded to clients of Danske Bank
A/S, nor for providing any advice in relation to any matter referred to in these
materials. Without limiting a person's liability for fraud, Danske Bank A/S nor
any of its affiliates nor any of its respective directors, officers,
representatives, employees, advisers or agents shall have any liability to any
other person (including, without limitation, any recipient) in connection with
the Tender Offer.