OKMETIC OYJ STOCK EXCHANGE RELEASE 23 JUNE 2016 AT 1.00 P.M.
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER OR SUCH RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW OR REQUIRE OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
NSIG FINLAND TO COMMENCE A COMPULSORY REDEMPTION PROCEEDING IN RESPECT OF THE REMAINING SHARES IN OKMETIC
NSIG Finland S.à r.l. ("NSIG Finland") has on 30 May 2016 announced that it will complete the voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic Oyj ("Okmetic") that are not owned by Okmetic or any of its subsidiaries (the "Tender Offer").
NSIG Finland has today informed Okmetic that NSIG Finland holds more than nine tenths (9/10) of all the shares and votes in Okmetic, and as a consequence of exceeding the relevant ownership threshold, NSIG Finland has the right and obligation, based on Chapter 18, Section 1 of the Finnish Companies Act, to redeem the shares held by any other remaining Okmetic shareholders at fair value. According to Okmetic's shareholder register dated 22 June 2016, NSIG Finland holds 15,865,701 shares in Okmetic corresponding to approximately 93.98 percent of all the shares and votes in Okmetic, excluding the treasury shares held by Okmetic. Pursuant to NSIG Finland's notification, when all the completion trades relating to the Tender Offer have been settled, NSIG Finland will hold 16,169,894 shares in Okmetic in total, corresponding to approximately 95.79 percent of all the shares and votes in Okmetic, excluding the treasury shares held by Okmetic.
According to NSIG Finland's notification, NSIG Finland has decided to exercise its redemption right under the Finnish Companies Act and to redeem all shares held by any other remaining shareholders in Okmetic (the "Shares" and each of them separately, a "Share"). According to NSIG Finland's notification:
Pursuant to NSIG Finland's claim based on the redemption right, the redemption price for the Shares is EUR 9.20 per Share ("Redemption Price") which is the same price as the consideration paid by NSIG Finland in the Tender Offer. By virtue of the Tender Offer, NSIG Finland has gained ownership to more than 93 percent of all the shares and votes in Okmetic (excluding the treasury shares held by Okmetic), and thus increased its holding over the nine tenths (9/10) threshold of all the shares and votes in Okmetic. Accordingly, pursuant to NSIG Finland's claim, the Redemption Price of EUR 9.20 per Share shall be considered as the fair value of the Shares in accordance with the Finnish Companies Act.
Possible transfer tax collected in Finland deriving from the redemption of the Shares as well as the payments and charges arising from the book-entry registrations carried out as a consequence of the redemption will be borne by NSIG Finland.
Background to NSIG Finland's redemption notification and claim and the consideration offered in the Tender Offer can be found in the Tender Offer Document, dated 21 April 2016, which is available in Finnish at the office of NSIG Finland and on the internet at www.okmetic.com/fi/sijoittajat/ostotarjous, and in English on the internet at www.okmetic.com/investors/tender-offer.
To effectuate the redemption of the Shares, NSIG Finland will initiate arbitration proceedings as provided in the Finnish Companies Act.
Board of Directors
For further information, please contact:
Chairman of the Board Jan Lång
Phone: +358 40 5087223, e-mail: janove.lang [at] outlook.com
President Kai Seikku
Phone: +358 9 5028 0232, e-mail: kai.seikku [at] okmetic.com
INFORMATION REGARDING OKMETIC OYJ
Established in 1985, Okmetic is one of the leading specialty silicon wafers producers and suppliers globally with a production plant in Vantaa, Finland, and contract manufacturers in China and Japan. The Company has sales offices in Japan, Hong Kong and the United States as well as a diverse network of agents, serving customers in China, South Korea, Malaysia, Singapore, Taiwan and the United States. The tailored, high value-added silicon wafers of Okmetic are used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic is listed on the official list of Nasdaq Helsinki (trading code OKM1V).
Okmetic's head office is located in Vantaa. For more information visit www.okmetic.com.
INFORMATION REGARDING NSIG
NSIG is a limited liability company organized under the PRC laws. The registered office of NSIG is in Shanghai, China.
Established in 2015, NSIG is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 billion (approximately EUR 272 million). NSIG's mission is to establish a major industrial player in the global semiconductor sector (especially silicon and its ecosystems) through both PRC domestic investments and outbound mergers and acquisitions.
THIS RELEASE IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE, OR ANY SOLICITATION OF AN OFFER TO SELL OR ANY INVITATION TO PARTICIPATE. INVESTORS MAY ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.
THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE THE MAKING OF SUCH AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
ACCORDINGLY, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW. IN PARTICULAR, THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE 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, E-,MAIL OR OTHER FORMS OF ELECTRONIC COMMUNICATION) 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, AND MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR BY PERSONS LOCATED OR RESIDENT THEREIN, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT THEREIN. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THE COMMUNICATION OF THIS ANNOUNCEMENT, THE TENDER OFFER DOCUMENT WHEN AVAILABLE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM. ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER")) OR PERSONS WHO ARE WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is acting as financial adviser to Okmetic and no one else in connection with the Tender Offer and will not be responsible to anyone other than Okmetic for providing the protections offered to clients of UBS Limited nor for providing advice in connection with the Tender Offer.