お知らせ • Mar 08
Sonae, SGPS, S.A. (ENXTLS:SON), Jeffrey David, Johan Dettel and David Rönnberg completed the acquisition of 80.58% stake in Musti Group Oyj (HLSE : MUSTI).
Sonae, SGPS, S.A. (ENXTLS:SON), Jeffrey David, Johan Dettel and David Rönnberg entered into an agreement for tender offer to acquire remaining 95.8% stake in Musti Group Oyj (HLSE : MUSTI) for approximately €830 million on November 29, 2023. The transaction is expected to complete on First quarter of 2024. The Board of Directors of Musti, represented by a quorum comprising the non-conflicted members of the Board of Directors who are not members of the Consortium, has unanimously decided to recommend that the shareholders of Musti accept the tender offer. Transaction is subject to approval from anti trust and regulatory approval, Also having maximum tender of 90% shares. The Offeror has received an equity commitment from Sonae, who in turn has arranged adequate own equity as well as debt financing from Caixabank Group and Banco Santander Totta to enable the Offeror to carry out the Tender Offer and any subsequent compulsory redemption proceedings. As of December 13, 2023, Musti Group Oyj board has unanimously recommend that the shareholders of Musti accept the Tender Offer. As of December 15, 2023, the offer will be commenced from December 18, 2023, and will close on February 5, 2024. As of January 1, 2024, European Commission has approved the transaction. As on January 25, 2024, Offeror increases the offer price under the Tender Offer so that the offer price is €26.10 in cash for each Share validly tendered in the Tender Offer in lieu of the initial offer price of €26.00. As on February 1, 2024, The Offer Period is extended to expire on February 15, 2023 unless the Offer Period is extended further or discontinued in accordance with and subject to the terms and conditions of the Tender Offer and applicable laws and regulations. The Offeror reserves the right to further extend the Offer Period as necessary to satisfy the conditions to completion of the Tender Offer. As on February 16, 2024, Based on the preliminary result of the Tender Offer, the 11,598,856 Shares validly tendered and not validly withdrawn in the Tender Offer represent approximately 34.74 per cent of all the Shares and voting rights and, together with the 2,846,029 Shares otherwise acquired or held by the Offeror (including the Shares to be contributed to the Offeror by the Consortium members), represent approximately 42.96 per cent of all the Shares and voting rights in the Company calculated on a fully diluted basis. the Offeror has decided that it will waive the Minimum Acceptance Condition, complete the Tender Offer in accordance with its terms and conditions and commence a subsequent offer period, provided that the final result of the Tender Offer confirms that the Tender Offer has been validly accepted and not validly withdrawn with respect to Shares representing, together with any Shares otherwise held by the Offeror prior to the date of the announcement of the final result of the Tender Offer. Provided that the Tender Offer will be completed, the offer price will be paid on or about March 5, 2024, to each shareholder of Musti who has validly accepted, and not validly withdrawn, the Tender Offer in accordance with the terms and conditions of the Tender Offer. The offer price will be paid in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment of the offer price will depend on the schedules of money transactions between financial institutions. As of February 27, 2024, The offer will expire on March 6, 2024.The Offeror and Sonae have appointed Goldman Sachs Bank Europe SE as their lead financial adviser, Krogerus Attorneys Ltd as their lead legal adviser and Davis Polk & Wardwell London LLP as U.S. counsel in connection with the Tender Offer. The Offeror has appointed Nordea Bank Abp as its financial adviser and arranger of the Tender Offer outside of the United States. Jeffrey David, Johan Dettel and David Rönnberg have appointed White & Case LLP as their legal adviser in connection with the Tender Offer. Musti has appointed Jefferies Gmbh as financial adviser and Roschier, Attorneys Ltd. as legal adviser and Cravath, Swaine & Moore LLP as U.S. counsel in connection with the Tender Offer. Advium Corporate Finance Ltd. and Carnegie Investment Bank AB, Finland Branch provided the fairness opinion to Musti Group. White & case advised Jeffrey David, Johan Dettel and David Rönnberg.Sonae, SGPS, S.A. (ENXTLS:SON), Jeffrey David, Johan Dettel and David Rönnberg completed the acquisition of 80.58% stake in Musti Group Oyj (HLSE : MUSTI) on March 6, 2024. Based on the preliminary result of the Subsequent Offer Period, the 9,907,686 Shares validly tendered in the Tender Offer during the Subsequent Offer Period represent approximately 29.67% of all the Shares and votes in Musti. Together with the Shares validly tendered during the Original Offer Period and the Shares otherwise acquired by the Offeror (including the Shares contributed to the Offeror by the Consortium members), the Shares validly tendered during the Subsequent Offer Period represent preliminarily approximately 80.58% of the Shares. The Offeror will announce the final percentage of the Shares validly tendered during the Subsequent Offer Period on or about March 11, 2024.
