Annons
CRAYFISH BIDCO OY EVALUATES NORTH HOLDINGS 3 OY'S AMENDED OFFER FOR CAVERION AND CAVERION BOARD'S UPDATED RECOMMENDATION
Nasdaq Helsinki Ltd
Announcement from the exchange

CRAYFISH BIDCO OY EVALUATES NORTH HOLDINGS 3 OY'S AMENDED OFFER FOR CAVERION
AND CAVERION BOARD'S UPDATED RECOMMENDATION



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
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. 



CRAYFISH BIDCO OY EVALUATES NORTH HOLDINGS 3 OY'S AMENDED OFFER FOR CAVERION
AND CAVERION BOARD'S UPDATED RECOMMENDATION 



Crayfish BidCo Oy, 25 January 2023 at 9:50 a.m. (EET)



On 10 January 2023, Crayfish BidCo Oy (the “Offeror”), a Finnish private
limited liability company indirectly controlled by the entities comprising
Triton Fund V (together “Triton”), announced a voluntary public cash tender
offer for all the issued and outstanding shares in Caverion Corporation
(“Caverion” or the “Company”) (the “Tender Offer”). The Offeror will be
offering EUR 8.00 for each Caverion share validly tendered in the Tender Offer. 



NORTH HOLDINGS 3 OY'S AMENDED OFFER AND CAVERION BOARD'S UPDATED RECOMMENDATION



The Offeror has noted the release published on 24 January 2023 in which North
Holdings 3 Oy, an acquisition vehicle controlled by the consortium led by funds
managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its
affiliates (“Bain Capital”) and the offeror under the pending voluntary public
tender offer for all issued and outstanding shares in Caverion (the “Bain
Capital Offer”), announced the amendment to the Bain Capital Offer, including
by increasing the offer price under the Bain Capital Offer to EUR 8.00 for each
issued and outstanding share in Caverion and offering an alternative debt
instrument entitling to a fixed cash payment of EUR 8.50 in nine months from
the completion of the Bain Capital Offer, as well as the subsequent statement
of the Board of Directors of Caverion published on 24 January 2023 containing
the Board of Directors' updated recommendation for the Bain Capital Offer. 



The Offeror is evaluating the amended Bain Capital Offer and its alternatives
and will announce its conclusions in due course. 



ABOUT TRITON



Triton is a leading Northern European investment firm which seeks to contribute
to the building of better businesses for the longer term. Triton and its
executives strive to be agents of positive change towards sustainable
operational improvements and growth. The Triton funds invest in and support the
positive development of businesses headquartered predominantly in Northern
Europe. Triton has a long track record of investing in service businesses, such
as Caverion, across the Nordic and DACH regions. 



INVESTOR AND MEDIA ENQUIRIES



For further information, please contact:

Fredrik Hazén, Communications Professional at Triton

+46 709 483 810

hazen.wp@triton-partners.com



Media contact in Finland:

Niko Vartiainen, Principal Consultant at Tekir

+358 50 529 4299

niko@tekir.fi



IMPORTANT INFORMATION



THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR 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, 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. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN 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, WHEN PUBLISHED, 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, 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, AUSTRALIA,
CANADA, HONG KONG, 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, JAPAN, NEW ZEALAND OR SOUTH
AFRICA AND ANY PURPORTED 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 SERVICES AND MARKETS
ACT 2000 (THE “FSMA”). THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE AND ANY
OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE
RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS
THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO
A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE;
OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE,
WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005. 



THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKIAND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND. 



Information for shareholders of Caverion in the United States



The Tender Offer will be made for the issued and outstanding shares of
Caverion, which is domiciled in Finland, and is subject to Finnish disclosure
and procedural requirements. The Tender Offer is being made in reliance on, and
in compliance with, Rule 14d-1(c) under the US Securities Exchange Act of 1934,
as amended. The Tender Offer is being made for securities of a non-US company.
The Tender Offer is being made in accordance with the disclosure and procedural
requirements of Finnish law, including with respect to the Tender Offer
timetable, settlement procedures, withdrawal, waiver of conditions and timing
of payments, which are different from those of the United States. In
particular, any financial information included in this announcement has been
prepared in accordance with applicable accounting standards in Finland, which
may not be comparable to the financial statements or financial information of
U.S. companies. 



To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time and during
the pendency of the Tender Offer, and other than pursuant to the Tender Offer,
directly or indirectly purchase or arrange to purchase Shares or any securities
that are convertible into, exchangeable for or exercisable for Shares. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. 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 Caverion of such
information. In addition, the financial advisers to the Offeror may also engage
in ordinary course trading activities in securities of Caverion, which may
include purchases or arrangements to purchase such securities. Any information
about such purchases will be made public in Finland to the extent, and in the
manner required, by Finnish law. 



Neither the United States Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Tender Offer, passed upon
the merits or fairness of the Tender Offer, or passed any comment upon the
adequacy, accuracy or completeness of the disclosure in relation to the Tender
Offer. Any representation to the contrary is a criminal offence in the United
States. 



Caverion is organized under the laws of Finland, and the Offeror is organized
under the laws of Finland. Some or all of the officers and directors of the
Offeror and Caverion, respectively, are residents of countries other than the
United States. In addition, most of the assets of the Offeror and Caverion are
located outside the United States. As a result, it may be difficult for U.S.
shareholders to enforce their rights and any claim they may have arising under
the U.S. federal securities laws. U.S. shareholders may not be able to sue a
foreign company or its officers or directors in a foreign court for violations
of the U.S. securities laws, and it may be difficult to compel a foreign
company and its affiliates to subject themselves to a U.S. court's judgement. 



Forward-looking statements



This stock exchange release contains statements that, to the extent they are
not historical facts, constitute “forward-looking statements”. Forward-looking
statements include statements concerning plans, expectations, projections,
objectives, targets, goals, strategies, future events,future revenues or
performance, capital expenditures, financing needs, plans or intentions
relating to acquisitions, competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, business
strategy and the trends in the industries and the political and legal
environment and other information that is not historical information. In some
instances, they can be identified by the use of forward-looking terminology,
including the terms “believes”, “intends”, “may”, “will” or “should” or, in
each case, their negative or variations on comparable terminology. By their
very nature, forward-looking statements involve inherent risks, uncertainties
and assumptions, both general and specific, and risks exist that the
predictions, forecasts, projections and other forward-looking statements will
not be achieved. Given these risks, uncertainties and assumptions, investors
are cautioned not to place undue reliance on such forward-looking statements.
Any forward-looking statements contained herein speak only as at the date of
this stock exchange release. 



Disclaimer



Danske Bank A/S is authorised under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228. 



Deutsche Bank Aktiengesellschaft is authorised under German Banking Law
(competent authority: European Central Bank). It is subject to supervision by
the European Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority. Deutsche Bank Aktiengesellschaft is a joint stock corporation
incorporated with limited liability in the Federal Republic of Germany, with
its head office in Frankfurt am Main where it is registered in the Commercial
Register of the District Court under number HRB 30 000. 



Danske Bank A/S (acting via its Finland Branch) and Deutsche Bank
Aktiengesellschaft are acting as financial advisers to the Offeror and no other
person in connection with these materials or their contents. Danske Bank A/S
and Deutsche Bank Aktiengesellschaft will not be responsible to any person
other than the Offeror for providing any of the protections afforded to clients
of Danske Bank A/S or Deutsche Bank Aktiengesellschaft, nor for providing any
advice in relation to any matter referred to in these materials. Without
limiting a person's liability for fraud, neither Danske Bank A/S, Deutsche Bank
Aktiengesellschaft nor any of their affiliates nor any of their respective
directors, officers, representatives, employees, advisers or agents shall have
any liability to any other person (including, without limitation, any
recipient) in connection with the Tender Offer.
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