Reference is made to the stock exchange releases on 22 November 2018 and 16 January 2019 regarding Orkla's tender offer to purchase all of the issued and outstanding shares in Kotipizza Group Oyj («Kotipizza» and the "Tender Offer").
According to the final results of the Tender Offer, the shares tendered in the Tender Offer, together with the total of 762,597 shares in Kotipizza acquired by Orkla through market purchases, represent approximately 98.59% of all the shares and votes in Kotipizza.
All conditions, including the condition related to Orkla achieving ownership of more than 90% of all shares and votes in Kotipizza, are now fulfilled. Thus, Orkla will complete the Tender Offer in accordance with its terms and conditions.
It is Orkla's intention to acquire all the shares in Kotipizza, and as such, Orkla will proceed with a subsequent offer period and compulsory redemption proceedings for the remaining Kotipizza shares. Orkla may purchase shares in Kotipizza during or after the offer period also in public trading on Nasdaq Helsinki or otherwise outside the Tender Offer.
Orkla is a leading supplier of branded consumer goods and concept solutions to the consumer, out-of-home and bakery markets in the Nordics, Baltics and selected markets in Central Europe and India. Orkla is listed on the Oslo Stock Exchange and its head office is in Oslo. In 2017, the Group had a turnover of NOK 40 billion, and approximately 18,000 employees as of 31 December 2017.
Oslo, 17 January 2019
Group Director Corporate Communications and Corporate Affairs
Tel.: +47 928 45 828
SVP Investor Relations
Tel.: +47 48 25 96 18
Tel: +358 20785 4002
Tel: +358 207 716 743
CFO and Deputy to the CEO
Tel: +358 207 716 747
Notice to U.S. Shareholders
U.S. shareholders are advised that the shares of Kotpizza Group Oyj are not listed on a U.S. securities exchange and that Kotipizza Group is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (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 will be made to Kotipizza Group's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Kotipizza Group to whom an offer is made. Any information documents are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Kotipizza Group's other shareholders.
The tender offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the tender offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, Orkla and its affiliates or brokers (acting as agents for Orkla or its affiliates, as applicable) may from time to time, and other than pursuant to the tender offer, directly or indirectly, purchase or arrange to purchase, the shares of Kotipizza Group or any securities that are convertible into, exchangeable for or exercisable for such shares of Kotipizza Group. 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 press release or other means reasonably calculated to inform U.S. shareholders of Kotipizza Group of such information. In addition, the financial advisers to Orkla may also engage in ordinary course trading activities in securities of Kotipizza Group, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the tender offer or passed any comment upon the adequacy or completeness of any tender offer document. Any representation to the contrary is a criminal offence in the United States.