Tender offer

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The tender offer (the “Tender Offer”) is not being made and the shares will not be accepted for purchase from or on behalf of persons, directly or indirectly in any jurisdiction where making or acceptance of such Tender Offer would be prohibited by applicable laws or regulations or would require any registration, approval or further measures with any regulatory authority not expressly contemplated by the tender offer document. The tender offer document and related acceptance forms as well as other related material will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where it would be prohibited by the applicable laws and regulations. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Japan, Australia, South Africa or Hong Kong. The Tender Offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within, the United States, Canada, Japan, Australia, South Africa or Hong Kong.

Confirmation

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Coronaria Oy’s mandatory public tender offer for all shares in Silmäasema Oyj

Coronaria Oy acquired, through share purchases made on 15 and 16 August 2019, a total of 1,420,031 shares in Silmäasema Oyj. As a result of the share purchases, Coronaria’s shareholding in Silmäasema increased to a total of 4,615,443 shares, corresponding to 32.4 per cent of all shares and voting rights in Silmäasema.

Consequently, Coronaria’s holding in Silmäasema exceeds 30 per cent of the shares and voting rights carried by Silmäasema’s shares, and Coronaria is thereby obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Silmäasema in accordance with the Securities Markets Act.

The price offered for each share in Silmäasema is EUR 6.00 in cash. The offer period commenced on 5 September 2019 and will expire on 26 September 2019, unless the offer period is extended.

Important dates

16 August 2019 Coronaria’s announcement on the obligation to launch a tender offer

27 August 2019 Announcement of the tender offer

5 September 2019 Offer period commences

26 September 2019 Offer period ends*

27 September 2019 Announcement of the preliminary result of the tender offer*

1 October 2019 Announcement of the final result of the tender offer*

2 October 2019 Payment of the offer price*

*The dates are preliminary. The dates are presented assuming that the offer period is not extended or terminated according to terms and conditions of the tender offer.

Accepting the tender offer 

When do I need to act in order to accept the tender offer? The offer period commenced on 5 September 2019 and will end on 26 September 2019 unless the offer period is extended. However, pay attention to your account operator’s instructions for submitting acceptance forms.
How do I accept the tender offer?

Account operators will send an acceptance form and instructions for accepting the tender offer to their customers. Follow these instructions and remember to submit your acceptance within the deadline provided by your account operator.

In case you have not received instructions and an acceptance form from your account operator, you can contact Evli Bank by calling +358 9 4766 9573 (business days from 9 a.m. to 4 p.m.) or by sending an e-mail at operations@evli.com in order to obtain the information needed and accept the tender offer.

When will I receive payment for my shares? The offer price will be paid on or about 2 October 2019 to each shareholder of Silmäasema who has validly accepted the tender offer (unless the offer period is extended).
Where can I find more information? More information can be found in the tender offer document, which is available in an electronic form at www.coronaria.fi/tender-offer and www.carnegie.se/tenderoffer

 

Published materials

Coronaria announces an obligation to launch a mandatory public tender offer for all shares in Silmäasema Oyj, 16 August, 2019

Coronaria announces its mandatory public tender offer for all shares in Silmäasema Oyj, 27 August, 2019

Tender offer document, 4 September 2019