Aedifica SA (ENXTBR:AED) agreed to acquire Hoivatilat Oyj (HLSE:HOIVA) from group of shareholders for approximately €380 million on November 4, 2019. Under the terms of the transaction, Aedifica SA will acquire 25.4 million shares at €14.75 per share. As on December 5, 2019, Aedifica increased the offer price to €16. The increased deal value now is €407 million. Aedifica will finance the transaction through existing and new debt facilities, including a bridge facility agreement. In case of termination, Hoivatilat will pay up to €2.5 million as termination fee in lieu of expenses incurred by Aedifica. Post-completion, Aedifica intends to change the composition of the Board of Directors of Hoivatilat. The transaction has been recommended by the board of Hoivatilat Oyj. The transaction is subject to certain customary conditions to be fulfilled or waived by Aedifica, including gaining control of more than 90% of all issued and outstanding shares and votes in Hoivatilat.

If Aedifica obtains more than 90% of the total number of shares, it will initiate squeeze-out proceedings and, subsequently, apply for the delisting of the Hoivatilat shares from Nasdaq Helsinki. The offer period is published and approved from Finnish Financial Supervisory Authority and sent to shareholders. On November 27, 2019, Hoivatilat announced the amendment to the offer condition concerning minimum holding of shares that shall obtain more than 50% of the outstanding shares and votes in Hoivatilat. As of November 28, 2019, upon the amended condition of minimum tender, Finnish Financial Supervisory Authority (FIN-FSA) has today approved the Finnish language version of the Supplement Document. The offer period is expected to start on November 11, 2019 and end on December 2, 2019, and can be extended if necessary. The preliminary result of the offer will be announced on December 3, 2019 and final results on December 5, 2019. As of November 28, 2019, Aedifica SA extends the Offer Period in accordance with the terms and conditions of the Tender Offer to expire on December 13, 2019.

As of November 22, 2019, Clearance Capital holding 8.6% stake through its funds in Hoivatilat published a statement recommending shareholders of Hoivatilat to not accept the offer due to inadequate offer price. Additionally, Aedifica has received undertakings by certain shareholders according to which such shareholders subject to the conditions of the undertakings irrevocably undertake to accept the tender offer. The settlement is expected to take place on December 9, 2019. As on December 4, 2019, Aedifica has decided to extend the expiration of the tender offer to January 3, 2020. As on January 7, 2020, the transaction will be completed on January 9, 2020 and with the completion of the offer, completion trades will be executed on or about January 10, 2020. According to the final result of the tender offer, the shares which have been validly tendered during the offer period represent 90.0% of all outstanding shares and votes in Hoivatilat, comprising together with the Hoivatilat shares held by Aedifica at the date of this stock exchange release 95.9% of all outstanding shares and votes in Hoivatilat. As the final result of the tender offer exceeds the minimum acceptance condition and all other conditions to completion of the tender offer have been fulfilled or waived by Aedifica.

As of January 9, 2020, Aedifica has decided to commence a subsequent offer period in accordance with the terms and conditions of the tender offer. The subsequent offer period will commence on January 13, 2020 and expire on January 27, 2020. As of January 10, 2020, 2Care Capital Ab, OP-Rahastoyhtiö Oy and Länsförsäkringar Fondförvaltning AB sold all of their shareholding in Hoivatilat. As a result, the representative of 2Care Capital Ab, Stefan Björkman; the representative of OP-Rahastoyhtiö Oy, Juha Takala; and the representative of Länsförsäkringar Fondförvaltning AB, Johannes Wingborg, have resigned from the company's shareholder's nomination board. According to the rules of procedure of Hoivatilat's shareholders' nomination board, the member nominated by a shareholder is obliged to resign if the shareholder concerned later transfers more than half of the shares it held on the September 1, 2019, which entitled it to nominate a member and as result is no longer among the company's ten largest shareholders.

Skandinaviska Enskilda Banken AB (Helsinki Branch) acted as financial advisor and Jan Ollila, Tuomas Rytkonen, Kai Holkeri, Juha - Pekka Mutanen, Antti Aaltonen, Wilhelm Eklund, Gabrielle Dannberg and Anders Carlberg of Dittmar & Indrenius Attorneys Ltd. acted as legal advisor to Aedifica. Danske Bank A/S, Finland Branch acted as financial advisor and fairness opinion provider to Hoivatilat. Roschier, Attorneys Ltd. acted as legal advisor to Hoivatilat. Kempen & Co N.V. acted as financial advisor to Aedifica SA. Aedifica will pay a total of €2.85 million as advisory fee.