Orkla has today signed a combination agreement to launch an offer to purchase all the shares in Kotipizza Group Oyj ("Kotipizza Group"), the owner of Finland's largest chain for pizza restaurants.
Kotipizza Group is a leading player in the growing Finnish restaurant market, and Finland is one of Orkla's home markets. The restaurants are mainly operated by franchisees.
"Kotipizza Group is a well-run company with competent management and a well-functioning franchise model. The acquisition of Kotipizza Group is in line with our strategic ambition to increase our presence in channels with faster growth than traditional grocery, and we see a good match between the two companies", says Orkla President & CEO Peter A. Ruzicka.
Kotipizza Group is listed on Nasdaq Helsinki, and the offer concerns the purchase of all outstanding shares in the company. The offer price is EUR 23 per share (ca. NOK 224 per share), which values Kotipizza Group's equity at approximately EUR 146.1 million (ca. NOK 1.4 billion). The Board of Directors of Kotipizza Group has unanimously decided to recommend the shareholders of Kotipizza Group to accept this offer.
Kotipizza Group is best known for the pizza restaurant chain Kotipizza, which was established in 1987. Since then, the chain has grown to 280 restaurants in Finland, of which all except one are franchise-operated.
In addition to the restaurant concepts, Kotipizza Group owns the purchasing and wholesale company Helsinki Foodstock Oy, which supplies ingredients to the Group's own chains and Helsinki Foodstock's external customers.
Kotipizza Group had total net sales of EUR 84.1 million (ca. NOK 789 million) in the financial year 2017 and EBIT of EUR 6.4 million (ca. NOK 60 million).
Kotipizza Group is headquartered in Helsinki, Finland and currently has 95 employees. The company's management will remain in place after completion of the tender offer, and the business will be operated as an independent entity in Orkla.
The completion of the tender offer is subject to certain conditions, including, among others, approvals by the relevant regulatory authorities and Orkla gaining control of more than 90 per cent of the outstanding shares and votes in Kotipizza Group.
The announcement to launch the tender offer is enclosed in its entirety.
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, 22 November 2018
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.