PPG (NYSE: PPG) announced today that it is extending the era of public procurement bid for all issued and notable shares of Tikkurila Oyj (NASDAQ OMX: TIK1V). May 11, 2021.
The final touch of the offer to be offered remains subject to regulatory approval through Russia’s Federal Antitrust Service (FAS) and other standard situations for the final touch, adding the valid offer of representative shares, as well as shares in a different way, through PPG and its subsidiaries, more than 66. 7% of Tikkurila’s notable shares.
Upon receipt of regulatory approval from the FAS, PPG would announce approval and set an expiration date for the tender bid (approximately two weeks after the announcement) in accordance with Finnish tender bidding regulations.
The process of reviewing the transaction in Russia was affected by a recent unemployment of paintings announced in Russia from 1 to 10 May due to COVID-19 restrictions and holidays. As with any foreign buyer, the FAS review procedure includes an assessment of whether the this assessment is ongoing and it is difficult to wait when this assessment will be completed. PPG is not aware of any foreign investment issues or festivals or transaction considerations and remains committed to completing the procurement public offering as temporarily as possible.
As announced above, the European Commission, finland’s Ministry of Economic Affairs and Employment and the Agency for the Protection and Development of Competition of the Republic of Kazakhstan have approved the public procurement offer. European Union, adding Poland.
Additional main points on the extension of the takeover offer are in the attached Nasdaq Helsinki exchange press release.
PPG: WE PROTECT AND BEAUTY THE WORLD ™
At PPG (NYSE: PPG), we paint every day to expand and deliver the paints, coatings and fabrics our customers have relied on for over 135 years. Through our determination and creativity, we solve the greatest challenges of our customers, working hard in combination to locate the right path forward. Based in Pittsburgh, we operated and innovated in more than 70 countries and achieved net sales of $13. 8 billion in 2020. We serve customers in the construction, customer products, industry and transportation and after-sales markets. For more information, visit www. ppg. com.
Tikkurila:
Tikkurila, founded in 1862 and based in Vantaa, Finland. Tikkurila operates in 11 countries and its 2700 committed professionals share the joy of construction and long-term life across areas that make a difference. coatings with more than 80% of their revenue from Finland, Sweden, Russia, Poland and the Baltic countries. Its high-end brands include Tikkurila, ALCRO and Beckers. In addition, Tikkurila’s commercial portrait business participates, among other things, in the End-Use Segments of Wood and Protective Coatings. The company employs another 2,700 people internationally and has a turnover of around 582 million euros by 2020.
Forward-looking statements
The forward-looking statements contained herein, adding statements regarding the timing and expected benefits of the acquisition of Tikkurila. Actual occasions would possibly differ materially from existing expectations and are subject to a number of hazards and uncertainties, adding satisfaction of procurement situations and other relevant hazards with the final touch of the acquisition and similar actions; The ability of the parties to complete the acquisition in terms and situations, adding the ability to download regulatory approvals; PPG’s ability to obtain the expected benefits of acquisition; and other hazards and uncertainties discussed in PPG’s periodic reports on Form 10-K and Form 10-Q and their existing reports on Form 8-K filed with the Securities and Exchange Commission.
We and beautify the global is a trademark and the PPG logo is a registered trademark of PPG Industries Ohio, Inc.
PPG Industries, Inc. extends bid period for public cash acquisition bid for all Tikkurila Oyj shares
PPG Industries, Inc. extends bid period for public cash acquisition bid for all Tikkurila Oyj shares
PPG INDUSTRIES, INC.
NOT FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE OFFER OF APPEAL WOULD BE PROHIBITED.
PPG Industries, Inc. (“PPG” or “initiator”), a company incorporated under Pennsylvania law, and Tikkurila Oyj (“Tikkurila” or the “Company”) announced on December 18, 2020, the signing of a merger agreement, which was amended on January 5, 2021 and February 4, 2021, according to which the initiator makes a voluntary offer of money to be offered for all shares issued and notable to the corporate parent (the “shares”) that do not are owned by the company or any of its subsidiaries (the “OPA”). The public offering era began on January 15, 2021 and its current due date is May 11, 2021.
As stated in the tender offer terms and situations, one of the situations for the final touch of the tender offer is obtaining regulatory approval from the Federal Antitrust Service (“FAS”) of Russia. in Russia was affected by a recently announced paint stoppage in Russia from May 1 to 10, 2021, due to COVID-19 restrictions and public holidays. FAS includes an assessment of whether the transaction will be subject to a foreign investment review. This evaluation is ongoing and it is difficult to wait when this evaluation will be completed. PPG is not aware of any foreign investment issues or festivals or transaction considerations and remains committed to completing the tender offer as temporarily as possible.
Since the approval of tikkurila’s acquisition of shares with the FAS deserves not to be won until the expiration of the current era, the initiator has to make the bidding era bigger to make the public better. Offeringing may continue until additional notice. The be be be beinginging or possibly interrupting the be be beinginging was prolonged when pronouncing this resolution and a new expiration date at least two weeks before the extended period of time expires.
Upon receipt of regulatory approval from the FAS, PPG would announce approval and set an expiration date for the tender bid (approximately two weeks after the announcement) in accordance with Finnish tender bidding regulations.
As announced above, the European Commission, finland’s Ministry of Economic Affairs and Employment and the Agency for the Protection and Development of Competition of the Republic of Kazakhstan have approved the public procurement offer. European Union, adding Poland.
In addition to receiving FAS approval, the tender to be tendered will be subject to the same terms of completion set out in the tender document, the document will be being offered, adding valid acceptance of the tender to be offered to the representative. shares, as well as shares held differently through the Initiator and one of its subsidiaries, more than 66. 7% of the Shares and Voting Rights.
Shareholders who have already submitted their shares in the bid offer are not required to do so or take any other action due to the extension of the offer period.
The bidder shall complete the tendering document to reflect the data contained in this press (if applicable) and publish this additional document once it has been approved through the Financial Supervisory Authority of Finland.
Advisors
The initiator appointed PJT Partners LP as monetary advisor and Wachtell, Lipton, Rosen
distribution
Nasdaq Helsinki Ltd Top Media
Investor Relations: John BrunoInvestor 1-412-434-3466jbruno@ppg. com Investor. ppg. com Relations
About PPG
The offerer manufactures and distributes a wide variety of specialized paints, coatings and fabrics. The offer was incorporated in Pennsylvania in 1883. La the offer of the bidder is to be the world leader in coatings through the constant supply of sustainable, cutting-edge and high quality responses to customers. accept as faithful to protect and beautify your products and the environment. The bidder has a proud heritage and a proven commitment to innovation, sustainability, network participation and the progression of state-of-the-art paint, coating and special fabric technologies. Thanks to its determination and with cutting-edge experience, the offer solves the most demanding situations of its customers, working hard in combination to locate the right path to follow. The bidder is a global leader, serving customers in the construction, customer products, industry and transportation markets and then – sales markets with production services and subsidiaries in more than seventy (70) countries. employs approximately forty-seven thousand (47,000) employees. More information about the offerer can be found on the next page online www. ppg. com.
About Tikkurila
Tikkurila offers ornamental paints for consumers and professionals for surface coverage and decoration. In addition, the company produces paints and coatings for the steel and wood industries.
Tikkurila’s business highlights the progression of high-quality long-term products and significant marketing investments. Company logos include, but are not too large, Tikkurila, Beckers, Alcro, Teks and Vivacolor. Tikkurila uses the Beckers logo only in his ornamental paintings in Scandinavian countries. as well as in parts of Eastern Europe authorized through Aktiebolaget Wilh. Becker, acquired in connection with the acquisition of Alcro-Beckers AB in 2001. The important points in the Company’s operations come with a functional and extensive distribution network, diversified and an effective supply chain. Tikkurila has seven (7) production plants in six (6) countries and approximately two thousand seven hundred (2700) employees. Tikkurila products are available in more than 40 (40) countries. More information about Tikkurila can be found on the following online page www. tikkurilagroup. fi.
IMPORTANT INFORMATION UNE
THIS PRESS RELEASE MAY NOT BE PUBLISHED OR OTHERWISE BROADCAST, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE MADE TO BE PROHIBITED BY APPLICABLE LAW.
THIS PRESS RELEASE IS NOT AN OFFER DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALE OFFER. IN PARTICULAR, THIS PRESS RELEASE IS NOT AN OFFER TO SELL OR THE REQUEST FOR AN OFFER TO PURCHASE THE SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE PUBLIC OFFERING, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS ACCEPT THE OFFER FOR SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN AN ADDITIONAL OFFER DOCUMENT OR DOCUMENT. THE OFFER IS NOT MADE AND ACTIONS WILL NOT BE ACCEPTED FOR THE PURCHASE OF OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHEN AN OFFER OR ACCEPTANCE OF IT IS PROHIBITED BY APPLICABLE LAW OR DURING ANY TENDER DOCUMENT OR OTHER REQUIREMENTS
THE OFFER IS NOT MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE APPLICABLE LAW IS PROHIBITED AND THE OFFER DOCUMENT AND ADDITIONAL DOCUMENT AND RELATED ACCEPTANCE FORMS SHALL NOT AND MAY NOT BE DISTRIBUTED, TRANSMITTED OR TRANSMISSIBLE BY PROHIBITED APPLICATION. IN PARTICULAR, THE OFFER OFFER IS NOT MADE, DIRECTLY OR INDIRECTLY, ON OR IN, BY USE OF THE POSTAL SERVICE, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, EMAIL, TELESCOPIC TRANSMISSION, TELEPHONE, OR ELECTRONIC TRANSMISSION OVER THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN TRADE OR TO OR FROM A NATIONAL STOCK EXCHANGE IN AUSTRALIA , CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INDIRECTLY, FOR ANY USE, MEDIUM OR INSTRUMENTALITY OR FROM WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY EXPECTED ACCEPTANCE OF THE OFFER DIRECTLY R A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID, EXCEEDING OR SOUTH AFRICA.
THIS PRESS RELEASE WAS PREPARED IN ACCORDANCE WITH FINNISH LAW, THE NASDAQ HELSINKI RULES AND THE HELSINKI CAPTURE CODE AND THE INFORMATION PROVIDED MAY NOT BE THE SAME AS THAT DISCLOSED IF THIS ANNOUNCEMENT WAS PREPARED IN ACCORDANCE WITH JURISDICTION OUTSIDE FINLAND.
Information for Tikkurila shareholders in the United States
Tikkurila shareholders in the United States are informed that the shares are indexed on a US stock exchange. But it’s not the first time And that Tikkurila is subject to the periodic reporting obligations of the US Securities and Exchange Act. But it’s not the first time From 1934, as amended (the “Stock Exchange Act”), and it is mandatory to register and record any report with the US Securities and Exchange Commission. U. S. (the “SEC”) under the U. S. Stock Exchange Act. But it’s not the first time
The tender offer is for the outstanding and issued shares of Tikkurila, which is domiciled in Finland, and is subject to Finnish procedural and disclosure obligations. The takeover bid is made in the United States in accordance with Section 14 (e) and Regulation 14E of the Exchange Act, subject of the exemptions provided by Rule 14d-1 (d) of the Act. by a ‘Level II’ tender offer, and otherwise in accordance with the disclosure and procedural needs of Finnish law, adding with respect to the time of the tender offer, the liquidation, withdrawal, resignation procedures terms and payment schedule, which are different from those of the United States. In particular, the monetary data, if any, included in this announcement has been prepared in accordance with the accounting criteria applicable in Finland, which may not be comparable to the monetary statements or monetary data of US companies. The Offer to Purchase is made to shareholders of the Company who live in the United States in the same terms and situations as it is made to all other shareholders of the Company to whom an offer is made.
To the extent permitted by applicable laws or regulations, the Offeror and its affiliates or licensees and affiliates of its licensees (acting as agents of the Offeror or its affiliates, as the case may be) possibly from time to time after the date of the public tender related to the Public Offer of Acquisition on December 18, 2020 and the validity of the Public Offer, and except in relation to the Public Offer Acquired, directly or indirectly, or constituted for the acquisition of Shares or securities that are convertible , exchangeable or exercisable for shares. These acquisitions can take a position in the open market position at current costs or through personal transactions at negotiated costs. To the extent that data on such acquisitions or acquisition configurations are made public in Finland, such data will be disclosed through a press release or other means calculated to notify US shareholders of such data. No open air procurement of the United States tender offer will be made through or on behalf of the Bidder. In addition, the offeror’s monetary advisers would possibly also interact in trading activities in the general course of the Company’s securities business, which could possibly come with acquisitions or incorporations to acquire such securities. To the extent required in Finland, any data related to such acquisitions will be made public in Finland as required by Finnish law.
Neither the SEC nor any U. S. securities commissions are in the middle of the world. But it’s not the first time They approved or disapproved of the takeover offer, disclosed the merits or fairness of the procurement public offering, or commented on the adequacy, accuracy or completeness of the disclosure in this release. crime of offenders in the United States.
Receiving money under the public offering of acquisition through a US shareholder is a major one-time major. But it’s not the first time Possibly a taxable transaction for U. S. federal income tax purposes would be a taxable transaction. But it’s not the first time And under U. S. state and local tax laws, the U. S. and the U. S. But it’s not the first time Applicable, as well as foreign and other tax laws. independent professional advisor regarding the tax consequences of accepting the Public Purchase Offer.
It would possibly be difficult for the company’s shareholders to enforce their rights and any claims they may have under federal U. S. securities laws. Since the company is located in a non-U. S. jurisdiction and some or all of its officials and administrators may be citizens. The company’s shareholders may not sue the company or its officials or administrators in a court outside the US. For violating U. S. federal securities laws, we’re not going to be able to do that. But it’s not the first time It would possibly be difficult to force the company and its affiliates to submit to a ruling by a US court. But it’s not the first time
Forward-looking statements
This press release includes statements that, to the extent that they are not old facts, constitute “forward-looking statements”. Forward-looking statements come with plan-related statements, expectations, projections, objectives, goals, goals, strategies, long-term events, long-term revenue or performance source, capital expenditures, financing needs, plans or intentions related to acquisitions, competitive strengths and weaknesses, plans or objectives related to monetary status, operations and long-term development, business strategy and industry trends and the political and legal environment and other data other than old data. In some cases, they may be known through the use of forward-looking terminology, adding the terms “believes,” “intends,” “may,” “will, or “should” or, if, by their very nature, forward-looking statements involve inherent hazards, uncertainties, and assumptions, whether general or specific, and there is a danger that predictions, forecasts, projections, and other statements may exist. customers do not materialize. Given these dangers, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements.
Notice of non-responsibility
PJT Partners LP acts exclusively on behalf of the initiator and no one else in connection with the offer you are offering or the issues discussed herein, or any other user (whether or not you receive this document) as your consumer with respect to the public procurement offer and will not be liable to anyone other than the initiator for providing the protections afforded to your consumers or for providing recommendations related to the public offering of acquisition or any transactions or arrangements discussed in this document.
Skandinaviska Enskilda Banken AB (publ), a helsinki branch, acts exclusively as monetary advisor to the Company and no one else in connection with the Purchase Offer or the issues discussed herein, no other user (whether or not a recipient of this document) will do not do so than the Company as a visitor in connection with the Purchase Offer and will not be liable to anyone other than the Company for providing the protections afforded to its consumers or providing recommendations Purchase Offer or any other transaction or arrangement. discussed in this document.
Danske Bank A/S, a branch in Finland, which acts exclusively as an organizer in connection with the public procurement offer, shall be no other than the bidder or its visitor in connection with the public procurement offer and shall not be liable to anyone other than the bidder or to provide protections to its consumers or to provide recommendations related to the offer or any other transaction or arrangement discussed herein.
The offerer withstood D. F. ‘s. king
The Information Officer will obtain a moderate and standard refund for their respective under the public offering, be reimbursed for moderated minor expenses and compensated for certain day-to-day work and expenses similar to them, adding safe day-to-day work under local values. .
The initiator shall pay any fee or commission to any broker or broker or any other user (other than the custodian and data officer) in connection with the request for inventory quotes as a component of the public offering. The offer will be made through an authorized broker or distributor, the public offer of acquisition will be deemed to have been made on behalf of the initiator through one or more registered or authorized agents in accordance with the laws of that jurisdiction.
See the edition in businesswire. com: https://www. businesswire. com/news/home/20210510005459/fr/
Contacts
Media: Mark Silvey Corporate Communications 1-412-434-3046silvey@ppg. com
Investors: John BrunoInvestor 1-412-434-3466jbruno@ppg. com investor. ppg. com