Statement of the Board of Directors of Sponda Plc regarding the voluntary public tender offer by Polar Bidco S.à r.l.
THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW
Stock Exchange Release
June 7, 2017 at 14:30
Statement of the Board of Directors of Sponda Plc regarding the voluntary public tender offer by Polar Bidco S.à r.l.
Polar Bidco S.à r.l. (the “Offeror“), a corporation owned by funds advised by affiliates of The Blackstone Group L.P. (together with its consolidated subsidiaries, “Blackstone“), and Sponda Plc (“Sponda” or the “Company“) have announced on June 5, 2017 that the Offeror makes a voluntary public cash tender offer to purchase all issued and outstanding shares in Sponda (the “Tender Offer“).
The Board of Directors of Sponda has on June 7, 2017 decided to issue the below statement regarding the Tender Offer as required by the Finnish Securities Markets Act (746/2012, as amended).
TENDER OFFER IN BRIEF
The Offeror and Sponda have on June 5, 2017 entered into a combination agreement (the “Combination Agreement“) setting out, among other things, the main terms and conditions pursuant to which the Tender Offer shall be made by the Offeror.
The Tender Offer will be made in accordance with the terms and conditions of the tender offer document expected to be published by the Offeror on or about June 12, 2017 (the “Tender Offer Document“).
The offer price is EUR 5.19 in cash for each share in Sponda. The offer price represents a premium of:
- 28.1 percent to the three-month volume-weighted average price on Nasdaq Helsinki Ltd (“Nasdaq Helsinki“) up to and including June 2, 2017; and
- 20.7 percent to the closing price of Sponda share on Nasdaq Helsinki on June 2, 2017 (i.e., the last day of trading before the announcement of the Tender Offer).
The offer price provides full value relative to Sponda’s IFRS net asset value based on the unaudited interim report as at and for the three months ended March 31, 2017.
The Tender Offer was announced by the Offeror on June 5, 2017 with an offer price of EUR 5.19 per share. Pursuant to such announcement, the amount of any dividend up to a maximum of EUR 0.12 per share paid by Sponda prior to the completion of the Tender Offer, as permitted by the Combination Agreement, will be deducted from the cash consideration offered for the shares in Sponda. On June 5, 2017, the Board of Directors of Sponda resolved on the payment of a dividend of EUR 0.12 per share and set a record date of June 7, 2017 for such dividend payment. Following an adjustment of the offer price for such dividend payment, the price offered for each share in the Tender Offer is EUR 5.07 in cash, provided that the Tender Offer has been approved according to the terms and conditions of the Tender Offer and that the acceptance has not been validly withdrawn.
The largest shareholders of Sponda Mercator Invest Ab, HC Fastigheter Holding Oy Ab and Varma Mutual Pension Insurance Company as well as Sponda’s President and CEO Kari Inkinen, together representing approximately 46.9 percent of the shares have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer.
The Tender Offer is subject to necessary regulatory approvals, permits and consents, including without limitation competition clearances, and the Offeror gaining control of more than 90 percent of the issued and outstanding shares and voting rights of Sponda.
Certain funds advised by affiliates of Blackstone have executed an equity commitment letter addressed to the Offeror confirming the financing for the payment of the aggregate consideration for all of the shares in Sponda in connection with the Tender Offer and in the subsequent mandatory redemption procedure. According to the Combination Agreement, the Offeror has, and will have on the closing date of the Tender Offer, access to capital in sufficient amount, as evidenced in the equity commitment letter, to finance the payment of the aggregate consideration for all of the shares in connection with the Tender Offer (including any subsequent mandatory redemption procedure). The Offeror’s obligation to complete the Tender Offer is not conditional upon receipt of financing (assuming that all the conditions to completion of the Tender Offer are otherwise satisfied or waived by the Offeror) and no third party consent is required by the Offeror for the financing of the Tender Offer.
The offer period for the Tender Offer is expected to commence on or about June 13, 2017 and initially to expire on July 14, 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.
STATEMENT OF THE BOARD OF DIRECTORS
1. Background for the statement
Pursuant to the Finnish Securities Market Act, the Board of Directors of Sponda shall prepare a public statement regarding the Tender Offer.
The statement shall include a well-founded assessment of the Tender Offer from the perspective of Sponda and its shareholders as well as of the strategic plans and their likely effects on the operations and employment of Sponda presented by the Offeror in the Tender Offer Document.
For the purposes of issuing this statement, the Offeror has submitted to the Board of Directors of Sponda the draft version of the Finnish language Tender Offer Document in the form in which the Offeror has filed it with the Finnish Financial Supervisory Authority for approval on June 5, 2017.
In preparing its statement, the Board of Directors of Sponda has relied on information provided in the draft Tender Offer Document by the Offeror and has not independently verified this information. Accordingly, the Board of Directors’ assessments of the consequences of the Tender Offer on Sponda’s business and employees should be treated with caution.
2. Assessment regarding strategic plans presented by the Offeror and their likely effects on the operations and employment of Sponda
Information given by the Offeror in the Tender Offer Document
The Board of Directors of Sponda has assessed the Offeror’s strategic plans based on the draft Tender Offer Document.
Blackstone has been a global leader in the real estate sector since 1991, and funds advised by affiliates of Blackstone have approximately USD 102 billion of real estate funds under management. Blackstone has considerable experience of investing in, and managing, real estate portfolios across the United States, Europe, Asia and Latin America and across all asset classes. Major holdings include Hilton Worldwide, Invitation Homes (single family homes), OfficeFirst (German office) and prime office buildings in the world’s major cities. Blackstone also has significant experience of investing in, and managing, real estate assets in the Nordic region, including in Finland. Since 2015, Blackstone has acquired control of over EUR 4 billion of properties in the Nordic region of which over EUR 1 billion is located in Finland.
The acquisition of Sponda represents a unique opportunity for Blackstone to increase its investment in the Nordic region and Finland, in line with its strategy to acquire and grow high-quality platforms globally. Given its track record, Blackstone looks forward to partnering with and supporting Sponda’s management team in realizing value across Sponda’s portfolio, including in its ongoing development and land assets. Blackstone can confirm that it intends to maintain Sponda as a going concern and would look to make further acquisitions over time in Finland managed by Sponda, where feasible.
It has been agreed with Areim AB, acting on behalf of Areim Fund III, that the fund will become a co-investor in the Tender Offer alongside Blackstone prior to, or in connection with, the completion of the Tender Offer.
The completion of the Tender Offer is not expected to have any immediate material effects on Sponda’s operations or assets, the position of Sponda’s management or employees or the location of offices. Blackstone and the Offeror also confirm that the existing rights of Sponda’s employees, including applicable incentive programs, social plans, collective labor agreements and pension rights will be respected.
The Board of Directors of Sponda believes that Blackstone’s extensive experience in investing in high-quality real estate portfolios and business both globally and across the Nordic region will benefit the activities of Sponda. With the support and experience of Blackstone, the Board of Directors of Sponda believes that Sponda will further develop its business and properties portfolio. Sponda will continue to offer high-quality business premises and working environments to its customers. According to the Board of Directors’ view, the Tender Offer is an acknowledgement of Sponda being the prime real estate investment company in Finland with a clear focus on high-quality commercial properties in growth areas and the Helsinki Central Business District in particular. The Board of Directors of Sponda further believes that Blackstone’s potential to contribute further capital to the business of Sponda will benefit the activities of Sponda in the future. In addition, the Board of Directors of Sponda considers the offer price and the credibility of Blackstone as an investor to positively impact the ability of the Offeror to gain control of more than 90 percent of the issued and outstanding shares and voting rights in Sponda and thereby help successfully complete the Tender Offer.
The Board of Directors of Sponda considers that the information on the Offeror’s strategic plans concerning Sponda included in the draft Tender Offer Document is of a general nature. However, based on information presented to Sponda and its Board of Directors, the Board of Directors of Sponda believes that the completion of the Tender Offer is not expected to have any immediate material effects on Sponda’s operations and business locations or on the number of jobs at Sponda.
On the date of this statement the Board of Directors of Sponda has not received any formal statement as to the effects of the Tender Offer to the employments at Sponda from Sponda’s employees.
3. Assessment of the Board of Directors from the perspective of Sponda and its shareholders
In evaluating the Tender Offer, analyzing alternative opportunities available to Sponda and concluding on its statement, the Board of Directors has considered several factors, such as Sponda’s recent financial performance, current position and future prospects, and the historical trading price of Sponda’s share as well as the difference between the trading price and Sponda’s IFRS net asset value based on the unaudited interim report as at and for the three months ended March 31, 2017.
The Board of Directors’ assessment of continuing the business operations of Sponda as an independent company has been based on reasonable future-oriented estimates which include uncertainties, whereas the offer price and the premium included therein is not subject to any uncertainty other than the fulfillment of the conditions to completion of the Tender Offer.
In order to support its assessment of the Tender Offer, the Board of Directors of Sponda has received a fairness opinion, dated May 24, 2017, regarding the Tender Offer (the “Fairness Opinion“) from Sponda’s financial advisor, UBS Limited. The Fairness Opinion is attached as Appendix 1 to this statement.
The Board of Directors of Sponda believes that the consideration offered by the Offeror to the shareholders is fair to such holders based on an assessment of the issues and factors, which the Board of Directors has concluded to be material in evaluating the Tender Offer. These include, amongst other factors:
- the premium of 20.7 percent being offered compared to the closing price of Sponda share on Nasdaq Helsinki on June 2, 2017 (i.e., the last day of trading before the announcement of the Tender Offer);
- the offer price providing full value relative to Sponda’s IFRS net asset value based on the unaudited interim report as at and for the three months ended March 31, 2017;
- the information and assumptions on the business operations and finances of Sponda at the date of this statement and their expected future development;
- the support by significant shareholders in Sponda for the Tender Offer; and
- the Fairness Opinion issued by UBS Limited.
The Board of Directors has concluded that the relevant business prospects of Sponda provide opportunities for Sponda to develop its business as an independent company for the benefit of Sponda and its shareholders. However, taking into consideration the risks and uncertainties associated with such stand-alone approach as well as the terms and conditions of the draft Tender Offer Document, the Board of Directors has concluded that the Tender Offer is a favorable alternative for the shareholders.
Sponda has in the Combination Agreement agreed to a standard non-solicitation clause whereby Sponda has undertaken not to solicit competing proposals or offers. Having carefully assessed the terms and conditions of the Tender Offer, the Board of Directors of Sponda has concluded that entering into the Combination Agreement, including said non-solicitation clause, is in the interest of Sponda’s shareholders.
4. Recommendation of the Board of Directors
The Board of Directors of Sponda has carefully assessed the Tender Offer and its terms and conditions based on the draft Tender Offer Document, the Fairness Opinion, and other available information.
Based on the foregoing, the Board of Directors of Sponda deems that the Tender Offer and the amount of the offer price offered for the shares are under the prevailing circumstances fair to Sponda shareholders.
Given the above-presented viewpoints, the Board of Directors of Sponda unanimously and unconditionally recommends that the shareholders of Sponda accept the Tender Offer.
This statement is based on an assessment of the issues and factors which the Board of Directors has concluded to be material in evaluating the Tender Offer, including, but not limited to, the information and assumptions on the business operations and finances of Sponda at the date of this statement and their expected future development.
Six out of seven members of the Board of Directors have participated in the decision-making concerning the statement. One member of the Board of Directors is on a long-term leave of absence. The evaluation of independence of the members of the Board of Directors is available on the website of Sponda.
5. Other Issues
The Board of Directors of Sponda notes that the combination may, as is common in such combination processes, involve unforeseeable risks.
The Board of Directors of Sponda notes that the shareholders of Sponda should also take into account the risks related to non-acceptance of the Tender Offer. If the Offeror waives the acceptance condition of 90 percent of the shares and votes, the completion of the Tender Offer would reduce the number of Sponda shareholders and the number of shares, which would otherwise be publicly traded. Depending on the number of shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and value of the shares.
Pursuant to Chapter 18 of the Finnish Companies Act (624/2006, as amended), a shareholder with more than 90 per cent of all shares and votes in a company shall have the right to acquire, and subject to a demand by the other shareholders also be obligated to redeem, the shares owned by the other shareholders. The shares held by Sponda’s shareholders who have not accepted the Tender Offer may be redeemed through compulsory redemption proceedings under the Finnish Companies Act under the conditions set out therein.
Sponda has undertaken to comply with the Helsinki Takeover Code referred to in chapter 11, section 28 of the Finnish Securities Markets Act.
This statement of the Board of Directors of Sponda does not constitute investment or tax advice, and the Board of Directors of Sponda does not specifically evaluate herein the general price development or the risks relating to the shares in general. Shareholders must independently decide whether to accept the Tender Offer, and they should take into account all relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the shares.
Sponda is being advised by UBS Limited as financial advisor and Castrén & Snellman Attorneys Ltd. as legal advisor.
THE BOARD OF DIRECTORS OF SPONDA
Kari Inkinen, President and CEO, tel. +358 40 040 2653
APPENDIX: UBS’s Fairness Opinion
Sponda in brief:
Sponda is a property investment company specializing in commercial properties in the largest cities in Finland. Sponda’s business concept is to own, lease and develop retail and office properties and shopping centers into environments that promote the business success of its clients. As at March 31, 2017, the fair value of Sponda’s investment properties was approximately EUR 3.8 billion and the leasable area was approximately 1.2 million square meters.
THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, 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 CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY 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 THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, 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 CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. NO HOLDER AND ANY PERSON ACTING FOR THE ACCOUNT OR BENEFIT OF A HOLDER IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG SHALL BE PERMITTED TO ACCEPT THE TENDER OFFER.
Notice to Shareholders in the United States
U.S. shareholders are advised that Sponda’s shares are not listed on a U.S. securities exchange and that Sponda is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Tender Offer is made to Sponda’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Sponda to whom an offer is made. Any information documents, including the tender offer document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Sponda’s other shareholders.
The Tender Offer is made for the shares in Sponda, a Finnish company. Information distributed in connection with the Tender Offer and the combination is subject to disclosure requirements of Finland, which are different from those of the United States. The financial information included in this release has been prepared in accordance with accounting standards in Finland, which may not be comparable to the financial statements or financial information of United States companies.
It may be difficult for Sponda’s shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since the Offeror and Sponda are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Sponda’s shareholders may not be able to sue the Offeror or Sponda or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and Sponda and their respective affiliates to subject themselves to a U.S. court’s judgment.
The Tender Offer is expected to be made in the United States pursuant to Section 14(e) and Regulation 14E under the Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase, shares of Sponda, that are the subject of the Tender Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. 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 Sponda of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Sponda, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the tender offer document. Any representation to the contrary is a criminal offence in the United States.
UBS Limited is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is acting as financial adviser to Sponda and no one else for the purpose of the consideration of the Tender Offer and will not be responsible to anyone other than Sponda for providing the protections offered to clients of UBS Limited nor for providing advice in relation to the Tender Offer.