Resilience Investment Holdings Ltd Supplements the Tender Offer Document Relating to the Voluntary Recommended Public Cash Tender Offer for Shares and Equity Securities in Tecnotree
Tecnotree Corporation, Stock Exchange Release, 4 March 2026 at 11.50 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 THIS TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Resilience Investment Holdings Ltd (“Offeror”) has, on February 5, 2026, commenced a voluntary recommended public cash tender offer for all the issued and outstanding shares (the “Shares” or, individually, a “Share”), all the issued fully paid compulsory convertible debentures (the “CCDs”), all the warrants given in connection with the issue of CCDs (the “Warrants”), and all the issued and outstanding options (the “Options,” and together with the CCDs and Warrants, the “Equity Securities”) in Tecnotree Corporation (“Tecnotree” or the “Company”) that are not held by Tecnotree or any of its subsidiaries (the “Tender Offer”).
The Finnish Financial Supervisory Authority has today approved a supplement (the “Supplement Document”) to the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The Supplement Document relates to the financial statement release for the year ended December 31, 2025, published by Tecnotree on February 25, 2026, and to the stock exchange release published by Tecnotree on February 18, 2026, concerning the registration of the new Shares issued as a result of the conversion of CCDs into the trade register maintained by the Finnish Patent and Registration Office. The Supplement Document together with its annexes is added to this release as Appendix 1.
The Finnish language version of the Tender Offer Document is available, and the Finnish language version of the Supplement Document is available on or about March 4, 2026, on the internet at www.tecnotree.julkinen-ostotarjous.fi. The English language translation of the Tender Offer Document is available, and the English language translation of the Supplement Document is available on or about March 4, 2026, on the internet at www.tecnotree.public-offer.fi.
Advisors
The Offeror has appointed DNB Carnegie Investment Bank AB, Finland Branch (“DNB Carnegie”) as financial advisor, Evli Plc (“Evli”) as arranger in relation to the Tender Offer, White & Case LLP as legal advisor, and Burson Finland Oy (“Burson”) as communication advisor in connection with the Tender Offer. Fitzroy Investments Limited and Padma Ravichander have appointed Bird & Bird Attorneys Ltd as their legal advisor in connection with the Tender Offer. Tecnotree has appointed Bridewell Partners Limited (“Bridewell”) and EY as financial advisors and Fondia Plc as legal advisor in connection with the Tender Offer.
Media and Investor Enquiries, the Consortium
Juho Erkheikki, Burson
juho.erkheikki@bursonglobal.com
+358 50 413 4583
Media and Investor Enquiries, Helios
Robert Yates, Teneo
heliosmedia@teneo.com
Media and Investor Enquiries, Tecnotree
Indiresh Vivekananda, CFO, Tecnotree
indiresh.vivekananda@tecnotree.com
+971 56 410 8357
Information about the Tender Offer is made available at www.tecnotree.public-offer.fi.
For administrative questions regarding the Tender Offer, please contact your bank or nominee where you have your Shares registered.
About Tecnotree
Tecnotree is a global provider of IT solutions for the management of services, products, customers and revenue for Communications Service Providers. Tecnotree helps customers to monetize and transform their business towards a marketplace of digital services. Together with its customers, Tecnotree empowers people to self-serve, engage and take control of their own digital life. Tecnotree is listed on the Official List of Nasdaq Helsinki.
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 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 BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND EQUITY SECURITIES 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 THE TENDER 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 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.
THIS 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 RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders and Holders of Equity Securities of Tecnotree in the United States
The Tender Offer will be made for the issued and outstanding Shares and Equity Securities in Tecnotree, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder, including Regulation 14E (in each case, subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. Shareholders in the United States are advised that neither the Shares nor the Equity Securities are listed on a U.S. securities exchange and that Tecnotree is not subject to the periodic reporting requirements of 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 Tender Offer is made to Tecnotree’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Tecnotree to whom an offer is made. Any information documents, including this release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Tecnotree’s other shareholders.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its broker’s affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer and combination, directly or indirectly, purchase or arrange to purchase, the Shares, the Equity Securities or any securities that are convertible into, exchangeable for or exercisable for such Shares or Equity Securities. 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 stock exchange or press release or other means reasonably calculated to inform U.S. shareholders of Tecnotree of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Tecnotree, 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 Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of this release. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares or Equity Securities 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 and/or Equity Securities is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Tecnotree’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws since the Offeror and Tecnotree 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. Tecnotree’s shareholders may not be able to sue the Offeror or Tecnotree or their respective 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 Offeror and Tecnotree and their respective affiliates to subject themselves to a U.S. court’s judgment.
Forward-looking Statements
This 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 release.
Disclaimer
DNB Carnegie Investment Bank AB, which is authorized and regulated by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting through its Finland Branch (i.e., DNB Carnegie). DNB Carnegie is authorized by the Swedish Financial Supervisory Authority and subject to limited regulation by the Finnish Financial Supervisory Authority (Finanssivalvonta). DNB Carnegie is acting exclusively for the Offeror and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither DNB Carnegie nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than the Offeror for providing the protections afforded to clients of DNB Carnegie, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.
Evli, which is under the supervision of the Finnish Financial Supervisory Authority, is acting as arranger in relation to the Tender Offer, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing protection afforded to clients of Evli or for providing advice in relation to the Tender Offer.
Bridewell (FRN:1009682) is an Appointed Representative of Sturgeon Ventures LLP (FRN: 452811) which is authorized and regulated by the Financial Conduct Authority. Bridewell is acting as financial adviser exclusively for the Company and no one else in connection with the Tender Offer and the matters set out in this announcement. Bridewell is not responsible to anyone other than the Company for providing the protections afforded to its clients, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.
EY is acting as financial adviser to the Company and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither EY, nor its affiliates will regard any other person as its client in relation to the Tender Offer and the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protection afforded to clients of EY, nor for providing advice in relation to the Tender Offer or the other matters referred to in this announcement. However, in order to promote full and open view the following is brought to the attention. EY is a member of the global network of EY entities (“EY Firms”), where each member is a separate and independent entity but co-operates with other EY Firms based on contractual arrangements. EY Firm located in another country has performed due diligence work for the Offeror at earlier stage. The teams or EY entities are separate and have no interaction and due to confidentiality reasons, EY does not have any specific insight into their assignment or work, nor does it see any conflict of interest in this situation due to effective Chinese-wall arrangement.
