AF signs agreement to combine with Poyry, to launch EUR 10.20 per share public offer
10 DEC 2018
AF [STO: AF-B], the Swedish engineering consultant, and Poyry [HEL:POY1V], the Finnish engineering group, have signed an agreement to combine the two companies to form a leading European engineering and consulting company.
AF will launch a recommended public cash tender offer to purchase all issued and outstanding shares in Pöyry.
The offer price is EUR 10.20 per share, to be paid fully in cash, valuing Pöyry at EUR 611m.
ÅF is advised by Skandinaviska Enskilda Banken AB (publ) (SEB Corporate Finance) as the lead financial advisor and the arranger in relation to the Tender Offer, Access Partners Oy as financial advisor, and White & Case LLP as the legal advisor.
Pöyry is advised by Advium Corporate Finance Ltd. as the financial advisor, and Hannes Snellman Attorneys Ltd as the legal advisor.
Press Release:
ÅF AB (publ) ("ÅF") and Pöyry PLC ("Pöyry") have signed an agreement (the "Combination Agreement") to combine the two companies to form a leading European engineering and consulting company. ÅF will launch a recommended public cash tender offer to purchase all issued and outstanding shares in Pöyry (the "Shares") (the "Tender Offer").
Tender Offer - summary
· The offer price is EUR 10.20 per share, to be paid fully in cash, valuing Pöyry at EUR 611m.
· The offer price represents a premium of:
- 45.7 percent compared to EUR 7.00, i.e., the closing price of the Pöyry share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on December 7, 2018, the last trading day immediately preceding the announcement of the Tender Offer;
- 36.2 percent compared to EUR 7.49, i.e., the three-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer; and
- 60.3 percent compared to EUR 6.36, i.e., the twelve-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer.
· The Board of Directors of Pöyry has unanimously decided to recommend that the shareholders of Pöyry accept the Tender Offer.
· Certain large shareholders of Pöyry, i.e., Corbis S.A., Procurator-Holding Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, Mariatorp Oy and Wipunen varainhallinta oy, together representing approximately 52.3 percent of the shares and votes in Pöyry, have irrevocably undertaken to accept the Tender Offer.
· ÅF will publish a tender offer document with detailed information on the Tender Offer on or about December 19, 2018.
· The offer period of the Tender Offer is expected to commence on or about December 20, 2018 and is expected to expire on or about January 31, 2019.
· The completion of the Tender Offer is subject to certain conditions to be fulfilled or waived by ÅF on or by the date of ÅF's announcement of the final result of the Tender Offer, including, among others, all necessary regulatory approvals having been received by ÅF and ÅF having obtained more than 90 percent of the Shares and voting rights carried by the Shares.
· The Tender Offer is fully financed with facilities from Skandinaviska Enskilda Banken AB (publ) ("SEB") and Svenska Handelsbanken AB (publ) ("SHB").
· The offer price is EUR 10.20 per share, to be paid fully in cash, valuing Pöyry at EUR 611m.
· The offer price represents a premium of:
- 45.7 percent compared to EUR 7.00, i.e., the closing price of the Pöyry share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on December 7, 2018, the last trading day immediately preceding the announcement of the Tender Offer;
- 36.2 percent compared to EUR 7.49, i.e., the three-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer; and
- 60.3 percent compared to EUR 6.36, i.e., the twelve-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer.
· The Board of Directors of Pöyry has unanimously decided to recommend that the shareholders of Pöyry accept the Tender Offer.
· Certain large shareholders of Pöyry, i.e., Corbis S.A., Procurator-Holding Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, Mariatorp Oy and Wipunen varainhallinta oy, together representing approximately 52.3 percent of the shares and votes in Pöyry, have irrevocably undertaken to accept the Tender Offer.
· ÅF will publish a tender offer document with detailed information on the Tender Offer on or about December 19, 2018.
· The offer period of the Tender Offer is expected to commence on or about December 20, 2018 and is expected to expire on or about January 31, 2019.
· The completion of the Tender Offer is subject to certain conditions to be fulfilled or waived by ÅF on or by the date of ÅF's announcement of the final result of the Tender Offer, including, among others, all necessary regulatory approvals having been received by ÅF and ÅF having obtained more than 90 percent of the Shares and voting rights carried by the Shares.
· The Tender Offer is fully financed with facilities from Skandinaviska Enskilda Banken AB (publ) ("SEB") and Svenska Handelsbanken AB (publ) ("SHB").
Combined company - summary
· The combined company will operate under the united brand ÅF-Pöyry and the businesses will be divided into five divisions, each with a strong Nordic and international presence. The combined company's combined revenue for the twelve months ended September 30, 2018 was approximately SEK 19 billion (ÅF: SEK 13.5 billion; Pöyry: EUR 553.2 million (calculated using the European Central Bank's (the "ECB") exchange rate of 10.3090 on September 30, 2018)) and it had a combined total of approximately 14,550 full-time equivalent ("FTE") employees globally on average for the nine months ended September 30, 2018.
· The combination is expected to result in significant benefits for stakeholders.
· The combined company's President and CEO will be Jonas Gustavsson, and the head office will be located in Stockholm.
· The Board of Directors of ÅF is expected to remain the same until the completion of the Tender Offer. The largest shareholder of ÅF, Stiftelsen ÅForsk ("ÅForsk"), has undertaken to support the election of Henrik Ehrnrooth, the Chairman of the Board of Directors of Pöyry, as a board member at an extraordinary general meeting of shareholders of ÅF to be convened by ÅF (the "EGM") (expected to be held on or about January 10, 2019) for a term ending at the end of the next annual general meeting of ÅF conditional upon the completion of the Tender Offer and the registration of a directed share issue described in more detail in the stock exchange release published by ÅF regarding the Tender Offer (the "Directed Share Issue"). ÅForsk has also undertaken to support the election of Henrik Ehrnrooth and one additional representative of certain large shareholders of Pöyry to the Board of Directors of ÅF at the annual general meeting in 2019 conditional upon the completion of the Tender Offer and the Directed Share Issue.
· The combined company's name is suggested to be changed to ÅF-Pöyry AB at the EGM conditional upon the completion of the Tender Offer. After the completion of the Tender Offer, ÅF's shares will continue to be listed on Nasdaq Stockholm AB ("Nasdaq Stockholm").
· The combined company will operate under the united brand ÅF-Pöyry and the businesses will be divided into five divisions, each with a strong Nordic and international presence. The combined company's combined revenue for the twelve months ended September 30, 2018 was approximately SEK 19 billion (ÅF: SEK 13.5 billion; Pöyry: EUR 553.2 million (calculated using the European Central Bank's (the "ECB") exchange rate of 10.3090 on September 30, 2018)) and it had a combined total of approximately 14,550 full-time equivalent ("FTE") employees globally on average for the nine months ended September 30, 2018.
· The combination is expected to result in significant benefits for stakeholders.
· The combined company's President and CEO will be Jonas Gustavsson, and the head office will be located in Stockholm.
· The Board of Directors of ÅF is expected to remain the same until the completion of the Tender Offer. The largest shareholder of ÅF, Stiftelsen ÅForsk ("ÅForsk"), has undertaken to support the election of Henrik Ehrnrooth, the Chairman of the Board of Directors of Pöyry, as a board member at an extraordinary general meeting of shareholders of ÅF to be convened by ÅF (the "EGM") (expected to be held on or about January 10, 2019) for a term ending at the end of the next annual general meeting of ÅF conditional upon the completion of the Tender Offer and the registration of a directed share issue described in more detail in the stock exchange release published by ÅF regarding the Tender Offer (the "Directed Share Issue"). ÅForsk has also undertaken to support the election of Henrik Ehrnrooth and one additional representative of certain large shareholders of Pöyry to the Board of Directors of ÅF at the annual general meeting in 2019 conditional upon the completion of the Tender Offer and the Directed Share Issue.
· The combined company's name is suggested to be changed to ÅF-Pöyry AB at the EGM conditional upon the completion of the Tender Offer. After the completion of the Tender Offer, ÅF's shares will continue to be listed on Nasdaq Stockholm AB ("Nasdaq Stockholm").
Advisors
ÅF is advised by Skandinaviska Enskilda Banken AB (publ) (SEB Corporate Finance) as the lead financial advisor and the arranger in relation to the Tender Offer, Access Partners Oy as financial advisor, and White & Case LLP as the legal advisor. Pöyry is advised by Advium Corporate Finance Ltd. as the financial advisor, and Hannes Snellman Attorneys Ltd as the legal advisor.
Link to the full press release.