Reference is made to the stock exchange release on 22 November 2018 where Orkla announced that it had entered into a combination agreement pursuant to which Orkla undertook to make a voluntary public tender offer to purchase all of the issued and outstanding shares in Kotipizza Group Oyj ("Kotipizza" and the "Tender Offer"). The offer period under the Tender Offer expired on 15 January 2019.
According to the preliminary results of the Tender Offer, the shares tendered in the Tender Offer, together with Kotipizza shares acquired by Orkla through market purchases, represent approximately 98.4% of all the shares and votes in Kotipizza.
Provided that the final results of the Tender Offer confirm that the shares tendered in the Tender Offer, together with any other Kotipizza shares acquired by Orkla through market purchases, represent more than 90% of all shares in Kotipizza and all other conditions to completion of the Tender Offer continue to be fulfilled at such time or are waived, Orkla will complete the Tender Offer in accordance with its terms and conditions.
Orkla will confirm and announce the final results of the Tender Offer on or about 18 January 2019.
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, 16 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.