Recommended Voluntary Public Cash Tender Offer by Crayfish BidCo Oy for All Issued and Outstanding Shares in Caverion Corporation

Crayfish BidCo Oy (the “Offeror”), a Finnish private limited liability company indirectly controlled by the entities comprising Triton Fund V (together “Triton”), hereby offers to acquire, through a recommended voluntary public cash tender offer, all of the issued and outstanding shares in Caverion Corporation (the “Company” or “Caverion”) that are not held by the Company or any of its subsidiaries (the “Shares” or, individually, a “Share”) (the “Tender Offer”).

The Tender Offer was announced by the Offeror Oy on 10 January 2023 (the “Announcement”) and on 24 February 2023, the Offeror announced that it will increase the offer price. Under the tender offer shareholders of Caverion are offered EUR 8.75 (as adjusted) in cash for each share validly tendered in accordance with the terms and conditions of the tender offer (the “Offer Price”).

Important dates

Announcement of the Tender Offer 10 January 2023
Announcement of the improved Tender Offer 24 February 2023
Offer Period commences 8 March 2023
Offer Period expires 31 July 2023 (preliminary). The Offeror reserves the right to extend the offer period, to the extent necessary, in order to satisfy the conditions to completion of the Tender Offer, including without limitation obtaining applicable regulatory approvals.

Offer price

The Offer Price for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 8.75 in cash, subject to any adjustments as set out in the tender offer document. The Offer Price represents a premium of approximately:

12.2 percent compared to EUR 7.80, being the cash consideration offered for each Share under the pending voluntary public cash tender offer for all issued and outstanding shares in Caverion by North Holdings 3 Oy, an acquisition vehicle controlled by the consortium led by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates (“Bain Capital”), announced on 3 November 2022 and amended on 24 January 2023 (the “Bain Capital Offer”);
5.4 percent compared to EUR 8.30, being the nominal principal amount under the debt instrument offered for each issued and outstanding share in Caverion as an alternative consideration under the Bain Capital Offer, which would become payable nine (9) months after the completion of the Bain Capital Offer;
26.3 percent compared to the closing price (EUR 6.93) of the Caverion share on the official list of Nasdaq Helsinki on 9 January 2023, the last trading day before the Announcement;
86.6 percent compared to the closing price (EUR 4.69) of the Caverion share on the official list of Nasdaq Helsinki on 2 November 2022, the last trading day before the announcement of the Bain Capital Offer;
32.4 percent compared to the volume-weighted average trading price (EUR 6.61) of the Caverion share on the official list of Nasdaq Helsinki during the three (3) months ended on 9 January 2023 (inclusive);
85.8 percent compared to the volume-weighted average trading price (EUR 4.71) of the Caverion share on the official list of Nasdaq Helsinki during the three (3) months ended on 2 November 2022 (inclusive);
42.0 percent compared to the volume-weighted average trading price (EUR 6.16) of the Caverion share on the official list of Nasdaq Helsinki during the six (6) months ended on 9 January 2023 (inclusive); and
87.4 percent compared to the volume-weighted average trading price (EUR 4.67) of the Caverion share on the official list of Nasdaq Helsinki during the six (6) months ended on 2 November 2022 (inclusive).

Offer period

The offer period for the Tender Offer will commence on 8 March 2023, at 9:30 a.m. (Finnish time) and expire on 31 July 2023, at 4:00 p.m. (Finnish time) at the earliest, unless the offer period is extended or discontinued in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations. The Offeror reserves the right to extend the offer period, to the extent necessary, in order to satisfy the conditions to completion of the Tender Offer, including without limitation obtaining applicable regulatory approvals.

Conditions to completion of the Tender Offer

The completion of the Tender Offer is, in accordance with the terms and conditions of the Tender Offer, conditional on certain conditions being fulfilled (unless waived by the Offeror) on or by prior to the date of the Offeror’s announcement of the final result of the Tender Offer. These include, among others, the obtaining of all necessary regulatory approvals and that the Tender Offer has been accepted with respect to shares representing, together with shares otherwise acquired by the Offeror prior to or during the offer period, more than two-thirds (2/3) of the issued and outstanding shares and votes in Caverion. More detailed information on the terms and conditions of the Tender Offer is available in the tender offer document.

Acceptance procedure in short

Most Finnish account operators will send a notice regarding the tender offer and related instructions to their customers. Shareholders of Caverion who do not receive such instructions from their account operator or asset manager should first contact their account operator or asset manager and can subsequently if necessary contact Danske Bank by sending an email to caverion-offer@danskebank.com.