Sistema Finance S.A. announced on 3 November 2016 that it was making a voluntary public cash purchase tender offer (“Tender Offer”) to buy all A shares and B shares issued by Honkarakenne Oyj . Honkarakenne had received a notice from its main owner, Saarelainen Oy, that Saarelainen Oy will not accept the proposed Tender Offer.

木製家居建材

Honkarakenne Oyj will not accept the purchase tender offer from Russian Sistema Finance S.A.

Sistema Finance S.A. (“the Offeror”) announced on 3 November 2016 that it was making a voluntary public cash purchase tender offer (“Tender Offer”) to buy all A shares and B shares issued by Honkarakenne Oyj (“the Company”). The Company announced had received a notice from its main owner, Saarelainen Oy, that Saarelainen Oy will not accept the proposed Tender Offer.

The tender period began on 11 November 2016 at 9:30 AM (Finnish time) and will end on 16 December 2016 at 4 PM (Finnish time), unless the period is extended or the extended tender period is suspended (“Tender Period”).

The Board of Directors has evaluated possible alternative arrangements to the Tender Offer, and has also asked the Company’s Board of Executives and its President and CEO for their opinion. The statement by the Company’s Board of Executives declares that it does not see significant, possibly achievable synergy benefits with GC Segezha LCC (“Segezha”) and JSC Sokol Woodworking Plant (“Sokol Plant”) that belong to the Sistema Group. In connection with the Board of Executives’ expression of opinion, the Board of Directors also received a notice from the Company’s President and CEO that he does not accept the Tender Offer.

In the Tender Offer, each Series A share and Series B share in respect of which the Tender Offer has been validly accepted in accordance with its terms and conditions, will be offered at a Share Offer Price of €1.50 in cash, which is about 14.5% higher than the closing price for the Company’s Series B shares (€1.31) on the NASDAQ OMX Helsinki on 2 November 2016, the last trading day before the obligation to tender. After the publication of the Tender Offer, the price of Series B shares on the NASDAQ OMX Helsinki rose to €1.52 and the following day to €1.73. Since the publication of the Tender Offer, the price of Series B shares has remained above the offered price of €1.50.

The Board of Directors notes that the Offer Price’s premium of 14.5% is lower than the average for tender offers in the Nordic countries, particularly in situations in which – as in the case of Honkarakenne Oyj – the liquidity of shares in the target companies has been low and, for this reason, the market price does not adequately reflect the financial prospects of the target companies.

The Board of Directors notes that the Offer Price is the same for the Company’s Series A and Series B shares. In the opinion of the Board of Directors, it would be justified to value the Series A shares, which hold greater voting rights, as more expensive than the Series B shares, which possess only a small dividend benefit.

Honkarakenne Ltd. is a global pioneer in modern log building technology, with roots planted firmly in Finland.