Suominen Corporation Stock Exchange Release 25 September 2017 at 9.30am (EEST)
Suominen Corporation announces indicative results of Tender Offer for its Notes due 2019. Suominen also announces a successful outcome of its Noteholders’ Meeting for its Notes due 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Capitalised terms used herein shall have the meaning ascribed to them in the consent solicitation and tender offer memorandum dated 6 September 2017 (the “Consent Solicitation and Tender Offer Memorandum”).
Tender Offer regarding Suominen’s outstanding Notes
Suominen Corporation (“Suominen” or the “Issuer”) and Nordea Bank AB (publ) (the “Offeror”) today announce the indicative results of the invitation to all holders (the “Noteholders”) of the EUR 75,000,000 4.375% notes due 2019 (ISIN: FI4000108576) (the “Notes”) issued by Suominen to tender any and all of their Notes for purchase by the Offeror for cash (the “Tender Offer”).
At the Tender Deadline at 4:30 p.m. (EET) on 18 September 2017, valid Tender and Voting Instructions of EUR 59 270 000 in aggregate nominal amount of Notes has been received pursuant to the Tender Offer. The Offeror intends to accept for purchase all Notes validly tendered subject to the successful completion of the issuance of New Notes as fully described in the Consent Solicitation and Tender Offer Memorandum or Suominen has in its discretion waived the condition. If the Notes are accepted for purchase, the Offeror will pay a cash purchase price for Notes validly tendered equal to 107.20 per cent of the nominal amount of each Note (the “Tender Consideration”). At the time of publication of this release, the condition of issue of New Notes has not yet been fulfilled. The expected settlement date for the Tender Offer is 2 October 2017.
Consent Solicitation and results of Noteholders’ Meeting
Suominen also announces the successful completion of its consent solicitation from all Noteholders to approve the Proposal to amend the Terms and Conditions of the Notes. The Noteholders’ Meeting was held at 8:30 a.m. (EET) on 25 September 2017 in respect of the Notes. At the Noteholders’ Meeting the quorum requirement was duly met and the Resolution was passed.
Suominen will pay the Early Consent Fee to Noteholders that has submitted valid Consent Voting Instructions in favour of the Proposal before the Early Consent Fee Deadline in accordance with the terms set out in the Consent Solicitation and Tender Offer Memorandum. The payment of the Early Consent Fee will occur no later than ten (10) business days following the occurrence of the Effective Date. If the Effective Date does not occur, no Early Consent Fee will be payable.
Noteholders who have validly tendered Notes pursuant to the Tender Offer are exclusively compensated for such tender through the Tender Consideration (which is inclusive of the Early Consent Fee) and such Noteholders are not eligible to receive any additional Early Consent Fee with respect to tendered Notes.
The Tender Offer and the Consent Solicitation are made on the terms and conditions, and subject to the offer and distribution restrictions, described in the Consent Solicitation and Tender Offer Memorandum.
Offeror, Dealer Manager and Solicitation Agent:
Nordea Bank AB (publ): Tel: +45 6161 2996 / Email: Nordealiabilitymanagement@nordea.com
Tender and Tabulation Agent
Nordea Bank AB (publ), Finnish Branch
Aleksis Kiven katu 3-5
President & CEO, Nina Kopola
For further enquiries, please contact:
CFO, Tapio Engström, tel. 010 214 300
Suominen in brief
Suominen manufactures nonwovens as roll goods for wipes as well as for medical and hygiene products. The end products made of Suominen’s nonwovens – wet wipes, feminine care products and swabs, for instance – bring added value to the daily life of consumers worldwide. Suominen is the global market leader in nonwovens for wipes and employs over 650 people in Europe and in the Americas. Suominen’s net sales in 2016 amounted to EUR 416.9 million and comparable operating profit to EUR 25.6 million. The Suominen share (SUY1V) is listed in Nasdaq Helsinki Stock Exchange (Mid Cap). Read more at www.suominen.fi.
In respect of the Tender Offer and Consent Solicitation processes, this announcement must be read in conjunction with the Consent Solicitation and Tender Offer Memorandum. If any Noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the Consent Solicitation and Tender Offer Memorandum or the action it should take, such Noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Neither this announcement nor the Consent Solicitation and Tender Offer Memorandum constitutes an invitation to participate in the issuance of the New Notes in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the Consent Solicitation and Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation and Tender Offer Memorandum comes are required by Suominen Corporation and Nordea Bank AB (publ) to inform themselves about, and to observe, any such restrictions. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The Tender Offer and Consent Solicitation and the considered issuance of the New Notes is only being made outside the United States. Neither this announcement nor the Consent Solicitation and Tender Offer Memorandum is an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes nor the New Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.
Neither this announcement nor the Consent Solicitation and Tender Offer Memorandum constitutes an offer of New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the potential issue of New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). The potential issue of New Notes and the materials relating to it are in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.