PRELIMINARY RESULTS OF VIKING ACQUISITION CORP’S TENDER OFFER FOR ALL THE SHARES IN TECNOTREE AND EXTENSION OF OFFER PERIOD
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 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.
PRELIMINARY RESULTS OF VIKING ACQUISITION CORP’S TENDER OFFER FOR ALL THE SHARES IN TECNOTREE AND EXTENSION OF OFFER PERIOD
The offer period under the recommended public cash tender offer by Viking Acquisitions Corp. (the “Offeror”) to purchase all of the issued and outstanding shares in Tecnotree Corporation (“Tecnotree”) (the “Tender Offer”) expired on 13 April 2018.
According to the preliminary results of the Tender Offer, the shares tendered in the Tender Offer represent approximately 59.9 % of all the shares and votes in Tecnotree on a fully diluted basis as defined in the terms and conditions of the Tender Offer. The Offeror has acquired 23,393,197 Tecnotree shares outside the Tender Offer representing approximately 19.1 % of all the shares and votes in Tecnotree, and together with the shares tendered in the Tender Offer a total of approximately 79.0 % of all the shares and votes in Tecnotree.
According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to the valid tender of Tecnotree shares representing more than 90% of all the shares and voting rights in Tecnotree, together with any other Tecnotree shares acquired by the Offeror, on a fully diluted basis. As the Offeror's holding will not exceed the fully diluted 90% threshold, the Offeror has decided to extend the offer period in accordance with the terms and conditions of the Tender Offer (the “Extended Period”). The Extended Offer Period will commence on 17 April 2018 and expire on 30 April 2018. The shares in Tecnotree are listed on the official list of Nasdaq Helsinki Ltd. (the “Helsinki Stock Exchange”). The Offeror may purchase shares directly on the Helsinki Stock Exchange or otherwise at a price not exceeding EUR 0.10 per share.
During the Extended Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. Further instructions can be obtained from Evli Bank Plc. The Offeror will announce the preliminary percentage of the shares validly tendered during the Extended Offer Period on or about 2 May 2018 and the final percentage on or about 4 May 2018. The offer consideration for the shares validly tendered during the offer period and the Extended Offer Period will be paid to the shareholders on or about 9 May 2018 in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The obligation of the Offeror to accept the shares validly tendered and to complete the Tender Offer shall be subject to the fulfillment or, to the extent permitted by applicable law, waiver by the Offeror of the conditions set out in the terms and conditions of the Tender Offer.
FURTHER INFORMATION Harri Koponen, chairman of the Board of Tecnotree, phone +358 40 1922 464 Padma Ravichander, CEO of Tecnotree, phone +97 15 641 414 20 Mike Shinya, President of Viking, phone +44 7768 337351 www.tecnotree.com
Tecnotree in brief:
Tecnotree is a global supplier of telecom IT software products and solutions, for charging, billing, customer care, messaging and content management services. The Company’s product portfolio comprises virtually the full range (order-to-cash) business management solutions for telecom operators, with standard solutions for fixed networks, mobile services and broadband and for managing subscriptions, services and cash flows for prepaid and post-paid customers.
Tecnotree is listed on Nasdaq Helsinki Ltd. (TEM1V). For more information, please visit www.tecnotree.com.
Viking in brief:
TViking is a corporation incorporated and existing under the laws of Delaware, the United States. Viking and its affiliates focus on buying, strengthening and growing software companies worldwide.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 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 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 THE INTERNET) 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.
