공시 • Jul 22
A consortium of Osprey Capital Oy, CapMan Growth Equity Fund III a fund managed by CapMan Oyj (HLSE:CAPMAN) and Sami Ensio member of the Board of Directors of Innofactor Plc proposed a public cash tender offer to acquire remaining 77.8% stake in Innofactor Oyj (HLSE:IFA1V) for €46.8 million.
A consortium of Osprey Capital Oy, CapMan Growth Equity Fund III a fund managed by CapMan Oyj (HLSE:CAPMAN) and Sami Ensio member of the Board of Directors of Innofactor Plc entered into a combination agreement to acquire remaining 77.8% stake in Innofactor Oyj (HLSE:IFA1V) for €46.8 million on July 22, 2024. Under the terms of agreement, the shareholders of Innofactor (other than Innofactor or its subsidiaries) will be offered a cash consideration of €1.68 for each Share validly tendered in the Tender Offer (the “Offer Price”), subject to any adjustments as set out in the section “The Tender Offer”. The Tender Offer values Innofactor’s total equity at approximately €60.1 million. Following the successful completion of the tender offer, Innofactor Plc would continue to operate as an unlisted company, allowing for a greater focus on customers, innovation and execution of the growth strategy, as well as more flexible financing and M&A possibilities. The Offeror has secured the financing required to finance the Tender Offer at completion in accordance with its terms and conditions, compulsory redemption proceedings, if any, in accordance with the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”), and the possible payment of a termination fee by the Offeror. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing. Sami Ensio may withdraw from the Tender Offer following a competing offer, provided that such competing offer has an offer price at least 100 percent higher than the Offer Price, and provided further that such competing offer (i) is not subject to any outstanding due diligence, (ii) benefits from financing on certain funds basis, and (iii) has been approved by the Finnish Financial Supervisory Authority, as applicable. This withdrawal right shall be available to Sami Ensio only if he has complied with, inter alia, certain exclusivity obligations binding upon him and given his consent to increase the Offer Price to match or exceed such higher offer price, but CapMan Growth has not confirmed to Sami Ensio within a certain period of time that CapMan Growth agrees to increase the Offer Price. As a part of acquisition, the Offeror reserves the right to acquire Shares before, during and/or after the offer period (including any extension thereof and any subsequent offer period) in public trading on Nasdaq Helsinki or otherwise. The Offeror has received equity commitments, as evidenced in equity commitment letters addressed to the Offeror. The Offeror has also entered into a debt financing arrangement made available under a facilities agreement with a reputable Nordic bank. If the Combination Agreement is terminated due to certain reasons specified in the Combination Agreement, the Offeror has in certain situations agreed to reimburse expenses incurred by the Company up to the maximum amount of €1,250,000 and the Company has in certain situations agreed to reimburse expenses incurred by the Offeror up to the maximum amount of €1,250,000.
The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final results of the Tender Offer including, among others, that approvals by all necessary competition authorities and other regulatory authorities have been received (or regulatory waiting periods have expired, as the case may be) and the Offeror having gained control of more than 90 percent of the Shares and votes in Innofactor on a fully diluted basis calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act. The Board of Directors of Innofactor, represented by a quorum comprising the non-conflicted members of the Board of Directors who are not members of the Consortium and thus without the participation of Sami Ensio in the evaluation or decision-making process, has unanimously decided to recommend that the shareholders of Innofactor accept the Tender Offer. The completion of the Tender Offer is not expected to have any immediate material impact on the operations, or the position of the management or employees, of Innofactor. However, as is customary, the Offeror intends to change the composition of the Board of Directors of Innofactor after the completion of the Tender Offer. Sami Ensio is intended to continue as the CEO of Innofactor also after the completion of the Tender Offer. Sami Ensio has irrevocably undertaken, subject to certain customary conditions, to accept the Tender Offer in respect of the Shares held and controlled by him (excluding certain Shares received as board remuneration, which are subject to a lock-up resolved by the General Meeting and shall only become subject to the sale commitment if the lock-up restriction is waived or is no longer applicable) which represent approximately 21.8 percent of the Shares and votes in Innofactor (approximately 22.2 percent of the Shares including the Shares subject to the lock-up restriction). The Offeror reserves the right to extend the offer period from time to time in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations, in order to satisfy the conditions to completion of the Tender Offer, including, among others, the receipt of all necessary regulatory approvals, permits, clearances, consents or other actions (or, where applicable, the expiry of relevant waiting periods) required under applicable competition laws or other regulatory laws in any relevant jurisdiction for the completion of the Tender Offer. The Tender Offer is currently expected to be completed at the end of the third quarter or in the beginning of the fourth quarter of 2024.
HLP Corporate Finance Oy acted as fairness opinion provider to Innofactor in the transaction. The Offeror has appointed Carnegie Investment Bank AB (publ), Finland Branch as financial adviser, Roschier, Attorneys Ltd. as legal adviser. Innofactor has appointed Advium Corporate Finance Ltd. as an exclusive financial adviser, Krogerus Attorneys Ltd as legal adviser.