Tikkurila Oyj : has received a non-binding proposal from Akzo Nobel N.V. to acquire all issued and outstanding shares of Tikkurila

Tikkurila Oyj has received a non-binding proposal from Akzo Nobel N.V. to acquire all issued and outstanding shares of Tikkurila

TIKKURILA OYJ
Tender Offer
January 18, 2021 at 3.00 p.m. EET

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 IN ANY OTHER JURISDICTION IN WHICH A POTENTIAL TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Tikkurila's Board of Directors has today received a non-binding proposal by Akzo Nobel N.V. ("AkzoNobel"), based on which AkzoNobel proposes to acquire all issued and outstanding shares of Tikkurila Oyj at an offer price of EUR 31.25 per share (the "Potential Offer"). AkzoNobel has simultaneously made public its non-binding proposal. The Potential Offer represents a premium of 113% to Tikkurila's volume weighted average share price for the three-month period ending December 17, 2020 and is 12.6% higher than the unanimously recommended offer by PPG Industries Inc. ("PPG) of EUR 27.75 per share, published on January 5, 2021.

The final decision of AkzoNobel to make the Potential Offer to Tikkurila's shareholders is subject to certain conditions, including customary due diligence on Tikkurila, entering into a combination agreement between AkzoNobel and Tikkurila, the Board of Directors of Tikkurila recommending to the shareholders of Tikkurila that they accept the tender offer of Akzo Nobel, obtaining an irrevocable undertaking from Oras Invest Oy to accept the Potential Offer, and final approval by the Supervisory Board of AkzoNobel.

The completion of the Potential Offer, if announced, would be subject to customary conditions substantially similar to those included in the current tender offer document published by PPG, dated January 14, 2021, including reaching a 90% acceptance level and obtaining required regulatory approvals, and would not be conditional on financing. In order to obtain merger clearance and ensure deal certainty for Tikkurila and its shareholders, AkzoNobel has stated that it has agreed with Hempel A/S ("Hempel") the key terms for the sale of assets, including the decorative paints business of AkzoNobel in the Nordics and the Baltics, to be completed after closing of AkzoNobel's Potential Offer for Tikkurila.

In connection with the process leading to the recommended voluntary public cash tender offer by PPG, announced on 18 December 2020, Tikkurila's Board of Directors has assessed other alternative acquirors, including AkzoNobel and Hempel, respectively. In its assessments, Tikkurila's Board of Directors has also considered the proposal regarding a competing offer made by Hempel, that led to the increased offer by PPG, announced on January 5, 2021. Based on such assessments, the Board of Directors determined that PPG's offer, including the value of its offer, was at the time the best available from the perspective of the company's shareholders.

Pursuant to the combination agreement entered into by Tikkurila and PPG on December 18, 2020 and as described in the tender offer document dated January 14, 2021, the Board of Directors may withdraw, modify or amend its recommendation for PPG's tender only if the Board of Directors has complied with certain agreed procedures allowing PPG to negotiate with the Board of Directors and to amend the terms and conditions of its tender offer pursuant to the combination agreement.

The Board of Directors will consider AkzoNobel's Potential Offer from the point of view of Tikkurila and its shareholders. The Board of Directors wants to emphasize that the Potential Offer received from AkzoNobel is non-binding and subject to several conditions, and there can be no certainty that this proposal will eventually lead to any agreement between AkzoNobel and Tikkurila, the making of an offer to Tikkurila shareholders, or the timing and terms of any such agreement or offer. The terms of the Potential Offer, if announced, may differ from the terms set out in the Potential Offer and this announcement.

Tikkurila will inform shareholders regarding further developments by a stock exchange release as appropriate. PPG's offer continues to be valid in accordance with its terms as set out in the tender offer document, dated January 14, 2021.

Tikkurila Oyj

For more information, please contact:

Sanna Lehti, General Counsel
tel. [phone]
[e-mail]

DISTRIBUTION

Nasdaq Helsinki Ltd
Main news media

IMPORTANT INFORMATION

THIS 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 IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER ANNOUNCEMENT NOR 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 ANY TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. IF A TENDER OFFER IS ANNOUNCED, INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. THE POTENTIAL TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF 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 POTENTIAL 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 POTENTIAL TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, E-MAIL, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR THROUGH ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE POTENTIAL 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 POTENTIAL TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND 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 Tikkurila in the United States

Shareholders of Tikkurila in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Tikkurila is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The potential offer is expected to be made for the Shares of Tikkurila, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. It is anticipated that the potential offer would be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a "Tier II" tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the timetable of the potential offer, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information, if any, 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. The potential offer, if any, will be made to the Company's shareholders resident in the United States on the same terms and conditions as those that will be made to all other shareholders of the Company to whom an offer is made.

To the extent permissible under applicable law or regulations, AkzoNobel and its affiliates or its brokers and its brokers' affiliates (acting as agents for AkzoNobel or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the potential offer, and other than pursuant to the potential offer, directly or indirectly, purchase or arrange to purchase the Shares or any securities that are convertible into, exchangeable for or exercisable for the 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 such information. No purchases will be made outside the potential offer in the United States by or on behalf of AkzoNobel.  In addition, the financial advisers to AkzoNobel may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the potential offer, passed upon the merits or fairness of the potential offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this stock exchange release. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the potential offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the potential offer.

It may be difficult for the Company's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Company is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of non-U.S. jurisdictions. The Company's shareholders may not be able to sue the Company or its officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Company and its affiliates to subject themselves to a U.S. court's judgment.

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.

Disclaimers

Skandinaviska Enskilda Banken AB (publ), Helsinki branch, is acting exclusively as the financial adviser for the Company and no one else in connection with the potential offer or the matters referred to in this document, will not regard any other person (whether or not a recipient of this document) than the Company as its client in relation to the potential offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the potential offer or any other transaction or arrangement referred to in this document.

Sustainable Nordicness
Tikkurila is a leading Nordic paint company with expertise that spans decades. We develop premium products and services that provide our customers with quality that will stand the test of time and weather. We operate in seven countries and our 2,700 dedicated professionals share the joy of building a vivid future through surfaces that make a difference. In 2019, our revenue totaled EUR 564 million. The company is listed on Nasdaq Helsinki. Nordic quality from start to finish since 1862.
www.tikkurilagroup.com (https://na01.safelinks.protection.outlook.com/?url=http://www.tikkurilagroup.com&data=02|01|[e-mail]|a57b7350421d4369783908d5a5065d66|887bf9ee3c824b88bcb280d5e169b99b|1|0|636596369154901028&sdata=e0YwHsnSb0faQH3ttp/3mYoiFcmgRr08Vthl/6dqvYs=&reserved=0)

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