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    PKC1V   FI0009006381

PKC GROUP OYJ

(PKC1V)
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PKC Oyj : Motherson Sumi Systems Limited launches a voluntary recommended public tender offer for all shares and stock options in PKC Group Plc

01/27/2017 | 01:09am EDT

PKC Group Plc Company announcement 19 January 20179.00 p.m.

THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Motherson Sumi Systems Limited launches a voluntary recommended public tender offer for all shares and stock options in PKC Group Plc

Motherson Sumi Systems Limited ('MSSL') and PKC Group Plc ('PKC' or 'Company') have on January 19, 2017 entered into a combination agreement under which they agree to combine the wiring harness businesses of MSSL and PKC (the 'Combination Agreement'). In order to effect the combination MSSL will, through a directly or indirectly wholly owned subsidiary (the 'Offeror'), make a voluntary recommended public tender offer to purchase all the issued and outstanding shares and stock options in PKC that are not owned by PKC or any of its subsidiaries (the 'Tender Offer'). In the Tender Offer, PKC's shareholders are being offered a cash consideration of EUR 23.55 for each share in PKC and holders of stock options are being offered a cash consideration of EUR 23.55 minus the applicable subscription price for each outstanding stock option in PKC representing an aggregate equity purchase price of approximately EUR 571 million. Combining the two companies will create a leading supplier of wiring systems and components for the worldwide transportation industry.

Summary of the Tender Offer

  • The offer price is EUR 23.55 in cash for each share in PKC (the 'Share Offer Price');
  • The Share Offer Price represents a premium of:
    • 51.1 percent to the closing price of PKC share on Nasdaq Helsinki Ltd ('Nasdaq Helsinki') on January 19, 2017, i.e. the last day of trading before the announcement of the Tender Offer; and
    • 53.1 percent to the three month volume-weighted average price on Nasdaq Helsinki up to and including January 19, 2017.
  • The offer price is EUR 6.90 in cash for each outstanding 2012B stock option and EUR 0.27 in cash for each outstanding 2012C stock option.
  • The Board of Directors of PKC has unanimously decided to recommend the shareholders and the holders of the stock options to accept the Tender Offer.
  • The Tender Offer is subject to approvals by the relevant regulatory authorities, such as competition authorities, and the Offeror gaining control of more than 90 percent of PKC's shares and outstanding stock options, in the aggregate.
  • The Offeror has announced that it will, on or about February 6, 2017, publish a tender offer document with detailed information on the Tender Offer.
  • TheOfferor has announced that the offer period under the Tender Offer is expected to commence on or about February 6, 2017 and to run until March 21, 2017. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer.
  • Pursuant to the Combination Agreement, the Offeror is to acquire all issued and outstanding shares amounting to 24,125,387 shares, and all issued and outstanding stock options amounting to 457,300 stock options in PKC. Should such number of shares be tendered in the Tender Offer that Offeror obtains more than 90 percent of all shares and voting rights in PKC, the Offeror intends to initiate mandatory redemption procedure for the remaining of the shares and stock options and thereafter apply for delisting of the shares of PKC from Nasdaq Helsinki.
  • On the date of the announcement of the Tender Offer, MSSL does not hold any shares or voting rights in PKC.
  • The Offeror reserves the right to buy shares of PKC before, during and/or after the offer period in public trading on Nasdaq Helsinki or otherwise.
  • The Tender Offer and the combination will preserve the identity, the management structure, the business operations and the assets of PKC.
  • According to the Combination Agreement, the Offeror has sufficient financing for the Tender Offer‎ through cash and draw down facilities not being subject to any availability or draw down conditions. Such financing will remain available for the offer period, including any extension. The Offeror may, however, at its‎ discretion also use new facilities for financing the actual settlement of the Tender Offer. The‎ completion of the Tender Offer is not conditional upon obtaining financing for the Tender Offer.

Conditions for the completion of the Tender Offer

The completion of the Tender Offer is conditional on, among other things, the following conditions being met or the Offeror waiving the fulfilment thereof on or by the date on which the Offeror announces the final outcome of the Tender Offer:

  1. the valid tender of outstanding shares representing, together with any shares otherwise held or acquired by the Offeror, over ninety percent (90 percent) of PKC's shares and outstanding stock options, in the aggregate;
  2. PKC not having paid out any dividend or distributed any funds, and PKC not having made any resolutions (other than as permitted by the Combination Agreement), by the shareholders or the board of directors (by virtue of an authorization), to distribute any dividend or funds of PKC;
  3. the Offeror having obtained all permits, consents and approvals from all applicable competition and other regulatory authorities as may be required in connection with the transactions contemplated by the Combination Agreement;
  4. no law, regulation or regulatory decision having been issued or pending preventing, postponing or materially challenging the consummation of the Tender Offer by any court or public authority of competent jurisdiction;
  5. the board of directors of PKC having issued a recommendation to the shareholders of PKC and the holders of options to accept the Tender Offer and such recommendation remaining in force and not having been materially modified or amended,provided that the Offeror may not refer to this condition if the board of directors of PKC has modified or amended the recommendation due to a material breach of the Combination Agreement by the Offeror;
  6. no fact or circumstance having occurred after the date of the Combination Agreement that has resulted in or constituted, or that can reasonably be expected to result in or constitute, a Material Adverse Change (as defined below):

Material Adverse Change means, with respect to the Company , any fact or circumstance that has or is reasonably likely to have a material adverse change on the business, assets, financial condition or results of operations of the Company or the Subsidiaries (as defined in the Combination Agreement), taken as a whole; provided that none of the following shall be deemed either alone or in the aggregate to constitute, or be taken into account in determining whether there has been a material adverse change; any change, development, event, occurrence, effect or fact arising out of or resulting from

(a) any change in capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates,

(b) any change in geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of the Combination Agreement,

(c) any hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring after the date of the Combination Agreement,

(d) any change in applicable statutes, generally approved accounting principles or IFRS, which comes into force or becomes applicable after the date of the Combination Agreement,

(e) any change in general conditions in the industries in which the Company and the Subsidiaries and joint ventures operate, or

(f) the failure as such of the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of the Combination Agreement, such failure not being a result of a change, development, event, occurrence, effect or fact otherwise constituting a material adverse change,

provided, in case of items (a) through (f) above, so long as such change, development, event, occurrence, effect or fact does not have a materially disproportionate effect on the Group (as defined in the Combination Agreement) relative to the other industry participants;

(g) changes in the market price or trading volume of the Company's securities after the date of the Combination Agreement, and

(h) the announcement of the Offer and the Offeror (both as defined in the Combination Agreement) becoming a new controlling shareholder of the Company (including without limitation the effect of any change of control or similar clauses in contracts entered into by the Company and the Subsidiaries).

  1. no information made public by PKC or disclosed by PKC to the Offeror being materially inaccurate, incomplete, or misleading, and PKC not having failed to make public any information that should have been made public by it under applicable laws and regulations; and
  2. the Combination Agreement still being in force.

MSSLhas announced that it will make all necessary filings to obtain regulatory approvals, including from the relevant competition authorities, as soon as possible after the announcement of the Tender Offer.

According to information currently available, it is not certain that all necessary authority approvals can be obtained by the end of the initial offer period. In case all necessary approvals have not been obtained by the end of the initial offer period, the Offeror has announced that it will extend the offer period in order to receive the necessary approvals to be able to complete the Tender Offer. The Offeror estimates that the competition clearances can be obtained prior to the expiry of the initial offer period.

The Board of Directors of PKC has unanimously decided to recommend the shareholders and the holders of the stock options to accept the Tender Offer and considers that the terms and conditions of the Tender Offer are fair to the shareholders and the holders of the stock options. The Board of Directors of PKC has received a fairness opinion from its financial adviser BofA Merrill Lynch that, subject to the assumptions and limitations set out therein, the consideration to be offered to the shareholders in the Tender Offer is fair from a financial point of view, to such holders. The Board of Directors will issue its formal written statement on the Tender Offer in accordance with the Finnish Securities Market Act after having received a copy of the tender offer document approved by the Finnish Financial Supervisory Authority and in any event no later than the second (2) banking day after the commencement of the offer period.

'MSSL's offer is an attractive premium to the share price of PKC and reflects the strategic value of the business. The combination with MSSL will also strengthen further the competitive position of PKC through greater scale and breadth of capability to service its customers while providing management and employees with enhanced opportunities across the larger combined group. As such, the Board of PKC is unanimously recommending PKC shareholders vote in favor of the transaction',says Mr. Ruotsala, Chairman of the Board at PKC.

PKC has appointed BofA Merrill Lynch as financial adviser and Borenius Attorneys Ltd as legal adviser. Merrill Lynch International ('BofA Merrill Lynch'), a subsidiary of Bank of America Corporation, is acting exclusively for PKC in connection with the Tender Offer and for no one else and will not be responsible to anyone other than PKC for providing the protections afforded to its clients or for providing advice in relation to the Tender Offer.

MSSL's press release relating to the Tender Offer is enclosed to this stock exchange release. The release contains, among others, MSSL's strategic rationale and background for the Tender Offer, the comments of the MSSL's representatives, summary of the Combination Agreement, additional information on the Tender Offer and information of the news conference held, on January 20, 2017, at 10.00 a.m. EET.

The Offeror and PKC have undertaken to comply with the recommendation regarding the procedures to be complied with in Finnish tender offers (the 'Helsinki Takeover Code') issued by the Finnish Securities Market Association.

PKC Group Plc

Board of Directors

Matti Hyytiäinen

President & CEO

Further information:

Matti Ruotsala, Chairman of the Board of Directors, PKC Group Plc, contact Sinikka Ravander, Tel. +358 40 1209 277, sinikka.ravander@pkcgroup.com

Matti Hyytiäinen, President & CEO, PKC Group Plc, Tel. + 358 400 710968

News conference: January 20, 2017, at 10.00 a.m. EET at Hotel Kämp, Pohjoisesplanadi 29, 00100 Helsinki, Finland.

The news conference will also be webcast live at the above mentioned times on the Company's website at www.pkcgroup.com.

The recorded webcast will be available at the same address after the event. News conference material can be uploaded from the same address after the conference.

Distribution

Nasdaq Helsinki

Main media

www.pkcgroup.com

PKC Group is a global partner, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry, rolling stock manufacturers and other selected segments. The Group has production facilities in Brazil, China, Finland, Germany, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's revenue from continuing operations in 2015 totalled EUR 847 million. PKC Group Plc is listed on Nasdaq Helsinki.

APPENDIX: MSSL'S press release

DISCLAIMER

THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS 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 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 THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND THE STOCK OPTIONS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADEDIRECTLY 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 LAW. 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 ELECTRONIC TRANSMISSION BY WAY OF OR THE INTERNET OR OTHERWISE) 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. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

PKC'S SHARES HAVE NOT BEEN AND WILL NOT REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), OR UNDER ANY OF THE RELEVANT SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA. PKC'S SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTSRATION REQUIREMENTS OF THE SECURITIES ACT.

MSSL - Announcement release OMX_ENG .pdf

PKC Group Oyj published this content on 19 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 January 2017 06:09:06 UTC.


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