Nasdaq Helsinki Ltd
Announcement from the exchange
Alfa Laval supplements the tender offer document dated 12 August 2020 regarding
the recommended public cash tender offer for all shares in Neles
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION,
PLEASE SEE SECTION ENTITLED “IMPORTANT INFORMATION” BELOW.
Alfa Laval supplements the tender offer document dated 12 August 2020 regarding
the recommended public cash tender offer for all shares in Neles
Alfa Laval AB (publ), 21 October 2020 at 3:00 p.m. CEST
As previously announced, Alfa Laval AB (publ) (“Alfa Laval” or the “Offeror”)
and Neles Corporation (“Neles”) have on 13 July 2020 entered into a combination
agreement pursuant to which Alfa Laval has made a voluntary recommended public
cash tender offer for all issued and outstanding shares in Neles (the “Tender
Offer”). Alfa Laval has published a tender offer document, dated 12 August
2020, concerning the Tender Offer (the “Tender Offer Document”). The acceptance
period under the Tender Offer commenced on 13 August 2020 at 9:30 a.m. (Finnish
time) and will expire on 30 October 2020 at 4:00 p.m. (Finnish time), unless
extended in accordance with the terms and conditions of the Tender Offer and
applicable laws and regulations.
The Finnish Financial Supervisory Authority has today approved a supplement to
the Tender Offer Document (such supplement hereinafter the “Supplement
Document”). The Supplement Document relates to the supplement to the statement
by the Board of Directors of Neles on the Tender Offer published by Neles on 19
October 2020 (the “Supplement Statement”), with which the Offeror supplements
the Tender Offer Document. According to the Supplement Statement, the members
of the Board of Directors of Neles who participated in the decision-making
continue to unanimously recommend that the shareholders accept the Tender
Offer.
The Supplement Document and the Supplement Statement are attached as Appendix 1
to this stock exchange release. In addition, the Supplement Statement has been
included as Appendix H to the Tender Offer Document.
The Tender Offer Document and the Supplement Document will be available in
Finnish and in English from 21 October 2020 onwards at the headquarters of Alfa
Laval, Rudeboksvägen 1, SE-226 55 Lund, Sweden, at the offices of Skandinaviska
Enskilda Banken AB (publ) Helsinki Branch, Eteläesplanadi 18, FI-00130
Helsinki, Finland and at Nasdaq Helsinki, Fabianinkatu 14, FI-00100 Helsinki,
Finland. The electronic versions of the Tender Offer Document and the
Supplement Document will be available in Finnish and in English from 21 October
2020 onwards online at https://www.alfalaval.com/investors and
https://sebgroup.com/large-corporates-and-institutions/prospectuses-and-download
s/prospectuses,
as well as in Finnish from 21 October 2020 onwards online at
www.neles.com/ostotarjous-alfalaval and in English from 21 October 2020 onwards
online at www.neles.com/offer-alfalaval.
Investor Relations contacts:
Johan Lundin
Head of Investor Relations
Alfa Laval
Mobile: +46730463090
johan.lundin@alfalaval.com
Rita Uotila
Vice President, Investor Relations
Neles
Tel: +358 400 954 141
rita.uotila@neles.com
Media enquiries:
Johan Lundin
Head of Investor Relations
Alfa Laval
Mobile: +46730463090
johan.lundin@alfalaval.com
About Alfa Laval
Alfa Laval is active in the areas of Energy, Marine, and Food & Water, offering
its expertise, products, and service to a wide range of industries in some 100
countries. The company is committed to optimizing processes, creating
responsible growth, and driving progress – always going the extra mile to
support customers in achieving their business goals and sustainability targets.
Alfa Laval’s innovative technologies are dedicated to purifying, refining, and
reusing materials, promoting more responsible use of natural resources. They
contribute to improved energy efficiency and heat recovery, better water
treatment, and reduced emissions. Thereby, Alfa Laval is not only accelerating
success for its customers, but also for people and the planet. Making the world
better, every day. It’s all about Advancing better™.
Alfa Laval has 17,500 employees. Annual sales in 2019 were SEK 46.5 billion
(approx. EUR 4.4 billion). The company is listed on Nasdaq OMX.
Alfa Laval’s key financials are summarised below.
Financials (2019, SEK million)1
-----------------------------------------------
Net sales 46,517
----------------------------------------------
Operating profit (EBIT) 7,198
----------------------------------------------
Adjusted EBITA2 7,989
----------------------------------------------
Total assets (as per 31 December 2019) 64,396
----------------------------------------------
1 As per Alfa Laval Group’s 2019 annual report.
2 Defined as operating income before amortization of step-up values, adjusted
for items affecting comparability.
About Neles
Neles a global leader in flow control solutions and services. The company’s
valvesand valve automation technologies are known for quality, reliability and
highest safety. The customers of Neles operate in oil and gas refining, pulp,
paper and bioproducts industry, chemicals and other process industries.
Neles started trading as an independent company on 1 July 2020 following the
partial demerger of Metso Corporation, but the business has a long track record
with a history of innovation for more than 60 years. Currently the company has
about 2,900 employees. Neles’ key financials are summarised below.
Financials (2019, EUR million)1
---------------------------------------------
Net sales 660
--------------------------------------------
Operating profit (EBIT) 93
--------------------------------------------
Adjusted EBITA2 96
--------------------------------------------
Total assets (as per 31 December 2019)3 582
--------------------------------------------
1 As per Metso’s 2019 annual report.
2 Defined as operating profit before amortization of intangible assets.
3 Calculated as group total assets less total assets of discontinued operations.
IMPORTANT INFORMATION
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS
STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER
OFFER, IN, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. INVESTORS
SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. 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 EITHER AN OFFER OR
ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW, AND 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 LAWS OR
REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, BY ANY MEANS OR INSTRUMENTALITY (INCLUDING WITHOUT LIMITATION
E-MAIL, POST, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC
TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE), IN OR INTO, OR BY USE OF THE
POSTAL SERVICE OF, OR THROUGH ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE
OF, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S
REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF
THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. ANY
PURPOTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A
VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO
THE TENDER OFFER ARE NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL