Recommended Voluntary Public Cash Tender Offer by European 24 Bidco Oy for All Issued and Outstanding Shares and Stock Options in Efecte Plc
European 24 Bidco Oy (the “Offeror”), a Finnish private limited liability company, hereby offers to acquire, through a recommended voluntary public cash tender offer, all of the issued and outstanding shares in Efecte Plc (the “Company” or “Efecte”) that are not held by the Company or any of its subsidiaries (the “Shares” or, individually, a “Share”) and all of the issued and outstanding stock options in Efecte that are not held by the Company or its subsidiaries (“Stock Options” or individually a “Stock Option”) (the “Tender Offer”). The shares in Efecte are admitted to trading on First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“Nasdaq First North”).
The offer period for the Tender Offer will commence on 30 January 2024, at 9:30 a.m. (Finnish time) and expire on 19 March 2024, at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations. The Offeror may extend the offer period in order to satisfy the conditions to completion of the Tender Offer.
Important dates
• Announcement of the Tender Offer 18 January 2024• Offer period commences 30 January 2024
• Offer period expires 19 March 2024. The Offeror may extend the offer period in order to satisfy the conditions to completion of the Tender Offer.
Offer price
The Share Offer Price for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 15.00 in cash, subject to certain possible adjustments as set out in the tender offer document. The Share Offer Price represents a premium of approximately:• 90.8 percent compared to the closing price (EUR 7.86) of the Efecte share on Nasdaq First North on 17 January 2024, the last trading day immediately preceding the Announcement;
• 96.3 percent compared to the volume-weighted average trading price (EUR 7.64) of the Efecte share on Nasdaq First North during the three (3) months ended on 17 January 2024 (inclusive); and
• 83.4 percent compared to the volume-weighted average trading price (EUR 8.18) of the Efecte share on Nasdaq First North during the six (6) months ended on 17 January 2024 (inclusive).
Offer period
The offer period for the Tender Offer will commence on 30 January 2024, at 9:30 a.m. (Finnish time) and expire on 5 March 2024, at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations. The Offeror may extend the offer period, among other things, in order to satisfy the conditions to completion of the Tender Offer, including without limitation obtaining necessary 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 to the extent permitted by applicable law) 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 90% of the issued and outstanding Shares and votes in Efecte on a fully diluted basis. More detailed information on the terms and conditions of the Tender Offer is available in the tender offer document.
Acceptance procedure in short
Shares
Most Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers. Shareholders of Efecte who do not receive such instructions or an acceptance form 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 efecte-offer@danskebank.com.
Stock Options
Evli Alexander Incentives Oy (“Evli”), which manages Efecte’s Stock Options, will send a notification of the Tender Offer, including instructions and the relevant acceptance form, to all holders of Stock Options who are registered during the offer period in the register of holders of Stock Options, with the exception of Efecte and its subsidiaries. Evli will instruct all holders of Stock Options on the acceptance of the Tender Offer through Evli’s Incentive portal. Holders of Stock Options who do not receive such notification from Evli can contact Evli by sending an email to: efecte.incentive@eai.fi.
Documents
Supplement Document 19 February 2024
