BFW 02/06 06:08 *OP-POHJOLA GROUP BID FOR POHJOLA SERIES A, K SHRS AT EU16.8/SHR
BN 02/06 06:08 *OP-POHJOLA GROUP BID FOR POHJOLA SERIES A, K SHRS AT EU16.8/SHR
BN 02/06 06:06 *OP-POHJOLA ANNOUNCED PUBLIC VOLUNTARY BID FOR POHJOLA SHRS
BN 02/06 06:08 *OP-POHJOLA GROUP BID FOR POHJOLA SERIES A, K SHRS AT EU16.8/SHR
BN 02/06 06:06 *OP-POHJOLA ANNOUNCED PUBLIC VOLUNTARY BID FOR POHJOLA SHRS
Pohjola Pankki Oyj: OP-Pohjola has announced a public voluntary bid for Pohjola shares
2014-02-06 06:06:47.496 GMT
Pohjola Pankki Oyj: OP-Pohjola has announced a public voluntary bid for
Pohjola shares
POHJOLA BANK PLC
Stock exchange release
6 February 2014, 8.05 am
NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY
OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
OP-Pohjola has announced a public voluntary bid for Pohjola shares
OP-Pohjola Group Central Cooperative announced today a public voluntary bid
(the "Bid") for all outstanding Series A and K shares in Pohjola at a bid
price of EUR 16,80 per share (the "Bid Price"). OP-Pohjola expects the bid
period to begin on 22. February 2014 and end by 1. April 2014.
The Board of Directors of Pohjola Bank plc recognises the industrial logic
underlying the Bid, as stated in the announcement. The Bid Price includes a
premium of 18.1% from the closing price immediately before the announcement of
the Bid and a premium of 16.6% with respect to the weighted average trading
price over the past three months.
The Board of Directors has considered that the approach by OP-Pohjola has been
serious as provided in the Helsinki Takeover Code (Ostotarjouskoodi). The
Board of Directors has resolved that entering into negotiations with
OP-Pohjola, including the possibility for OP-Pohjola to conduct due diligence
regarding Pohjola, has been in the interests of all Pohjola's shareholders.
The Bid provides a reasonable alternative for shareholders in prevailing
circumstances where
* OP-Pohjola Group Central Cooperative holds directly or indirecly 39.3 % of
the shares and 62.4 % of the votes in Pohjola and is the central
institution of OP-Pohjola Group;
* Pohjola's regulatory environment is changing due to increasing capital
requirements, among other things;
* OP-Pohjola Group will possibly increase its capitalisation targets, as
announced by OP-Pohjola concurrently with the Bid; and
* the liquidity of the Pohjola shares may decrease as a result of the Bid.
The Board of Directors will assess the Bid in its entirety and its merits from
the perspective of Pohjola and its shareholders, after which the Board of
Directors will issue a statement concerning the Bid pursuant to applicable
regulation in due course (expected by 14 February 2014). Pohjola's Board of
Directors has set up a committee consisting of Board members with no ties to
OP-Pohjola Group Central Cooperative or the Bid to prepare the assessment by
Pohjola of the Bid. The committee members are Tom von Weymarn (Chairman),
Jukka Hienonen and Mirja-Leena (Mirkku) Kullberg. To meet quorum requirements,
Board members Jukka Hulkkonen and Marjo Partio have participated in Board
meetings regarding the Bid to the extent that decisions have been required to
be taken. Hulkkonen and Partio do not have a conflict of interest in the
matter, but have certain ties to the Bid as defined in the Helsinki Takeover
Code. Hulkkonen and Partio have not taken part in preparing the decisions
relating to the Bid. Reijo Karhinen (Chairman of the Board of Directors), Tony
Vepsäläinen (Vice Chairman of the Board of Directors) and Harri Sailas (Board
member) have not taken part in either any preparatory measures or any
decision-making by Pohjola regarding the Bid.
Pohjola has in relation to the Bid agreed to provide to OP-Pohjola a credit
limit on arm's length terms on the basis of Pohjola's task to fulfil the
funding needs of OP-Pohjola Group as OP-Pohjola Group's central financial
institution. The credit limit concerns the acquisition of Series A shares, and
its granting is based on Section 35 of the Act on Credit Institutions, among
other things.
In matters related to the Bid by OP-Pohjola, Pohjola has committed itself to
complying with the Helsinki Takeover Code (Ostotarjouskoodi) referred to in
Chapter 11, Section 28 of the Securities Markets Act.
Pohjola has appointed Deutsche Bank AG (London Branch) to act as its financial
adviser and Hannes Snellman Attorneys Ltd to act as its legal counsel with
respect to the Bid.
Pohjola Bank plc
Carina Geber-Teir
Chief Communications Officer
For more information, please contact:
Tom von Weymarn, Chairman of the independent committee
Please contact OP-Pohjola Pressroom for an interview +358 505239904
DISTRIBUTION
NASDAQ OMX Helsinki
LSE London Stock Exchange
SIX Swiss Exchange
Major media
pohjola.com, op.fi
Pohjola is a Finnish financial services group which provides its customers
with banking, non-life insurance and asset management services. Our mission is
to promote the sustainable prosperity, security and well-being of our
customers. Profitable growth and an increase in company value form our key
objectives. Pohjola Group serves corporate customers in Finland and abroad by
providing an extensive range of financial, investment, cash- management and
non-life insurance services. We offer non-life insurance and private banking
services to private customers. Pohjola Series A shares have been listed on the
Large Cap List of the NASDAQ OMX Helsinki since 1989. The number of
shareholders totals around 32,000. Pohjola's consolidated earnings before tax
came to 473 million euros in 2013 and the balance sheet total amounted to 44
billion euros on 31 December 2013. Pohjola is part of OP-Pohjola Group, the
leading financial services group in Finland with 4.3 million customers.
www.pohjola.com
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Conduct Authority. Details about the
extent of Deutsche Bank AG's authorisation and regulation by the Financial
Conduct Authority are available on request. Deutsche Bank AG, London Branch is
acting as financial adviser to Pohjola Bank plc and no one else in connection
with the contents of this announcement and will not be responsible to anyone
other than Pohjola Bank plc for providing the protections afforded to clients
of Deutsche Bank AG, London Branch, nor for providing advice in relation to
any matters referred to herein.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND DOES NOT CONSTITUTE AN OFFER
OR AN INVITATION TO MAKE A SALES OFFER. NO TENDER OFFER WILL BE MADE DIRECTLY
OR INDIRECTLY IN ANY JURISDICTION WHERE OFFERING OR OFFER PARTICIPATION WOULD
BE PROHIBITED BY APPLICABLE LAW, OR WHERE ANY TENDER OFFER DOCUMENT OR
REGISTRATION OR ANY OTHER REQUIREMENT WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND. IN PARTICULAR, NO TENDER OFFER WILL BE MADE DIRECTLY OR
INDIRECTLY IN OR INTO, OR BY USE OF THE POSTAL SERVICE OR ANY OTHER MEANS
(INCLUDING, WITHOUT LIMITATION, FACSIMILE, TELEX, TELEPHONE OR THE INTERNET)
OR ANY FACILITIES OF A SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
2014-02-06 06:06:47.496 GMT
Pohjola Pankki Oyj: OP-Pohjola has announced a public voluntary bid for
Pohjola shares
POHJOLA BANK PLC
Stock exchange release
6 February 2014, 8.05 am
NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY
OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
OP-Pohjola has announced a public voluntary bid for Pohjola shares
OP-Pohjola Group Central Cooperative announced today a public voluntary bid
(the "Bid") for all outstanding Series A and K shares in Pohjola at a bid
price of EUR 16,80 per share (the "Bid Price"). OP-Pohjola expects the bid
period to begin on 22. February 2014 and end by 1. April 2014.
The Board of Directors of Pohjola Bank plc recognises the industrial logic
underlying the Bid, as stated in the announcement. The Bid Price includes a
premium of 18.1% from the closing price immediately before the announcement of
the Bid and a premium of 16.6% with respect to the weighted average trading
price over the past three months.
The Board of Directors has considered that the approach by OP-Pohjola has been
serious as provided in the Helsinki Takeover Code (Ostotarjouskoodi). The
Board of Directors has resolved that entering into negotiations with
OP-Pohjola, including the possibility for OP-Pohjola to conduct due diligence
regarding Pohjola, has been in the interests of all Pohjola's shareholders.
The Bid provides a reasonable alternative for shareholders in prevailing
circumstances where
* OP-Pohjola Group Central Cooperative holds directly or indirecly 39.3 % of
the shares and 62.4 % of the votes in Pohjola and is the central
institution of OP-Pohjola Group;
* Pohjola's regulatory environment is changing due to increasing capital
requirements, among other things;
* OP-Pohjola Group will possibly increase its capitalisation targets, as
announced by OP-Pohjola concurrently with the Bid; and
* the liquidity of the Pohjola shares may decrease as a result of the Bid.
The Board of Directors will assess the Bid in its entirety and its merits from
the perspective of Pohjola and its shareholders, after which the Board of
Directors will issue a statement concerning the Bid pursuant to applicable
regulation in due course (expected by 14 February 2014). Pohjola's Board of
Directors has set up a committee consisting of Board members with no ties to
OP-Pohjola Group Central Cooperative or the Bid to prepare the assessment by
Pohjola of the Bid. The committee members are Tom von Weymarn (Chairman),
Jukka Hienonen and Mirja-Leena (Mirkku) Kullberg. To meet quorum requirements,
Board members Jukka Hulkkonen and Marjo Partio have participated in Board
meetings regarding the Bid to the extent that decisions have been required to
be taken. Hulkkonen and Partio do not have a conflict of interest in the
matter, but have certain ties to the Bid as defined in the Helsinki Takeover
Code. Hulkkonen and Partio have not taken part in preparing the decisions
relating to the Bid. Reijo Karhinen (Chairman of the Board of Directors), Tony
Vepsäläinen (Vice Chairman of the Board of Directors) and Harri Sailas (Board
member) have not taken part in either any preparatory measures or any
decision-making by Pohjola regarding the Bid.
Pohjola has in relation to the Bid agreed to provide to OP-Pohjola a credit
limit on arm's length terms on the basis of Pohjola's task to fulfil the
funding needs of OP-Pohjola Group as OP-Pohjola Group's central financial
institution. The credit limit concerns the acquisition of Series A shares, and
its granting is based on Section 35 of the Act on Credit Institutions, among
other things.
In matters related to the Bid by OP-Pohjola, Pohjola has committed itself to
complying with the Helsinki Takeover Code (Ostotarjouskoodi) referred to in
Chapter 11, Section 28 of the Securities Markets Act.
Pohjola has appointed Deutsche Bank AG (London Branch) to act as its financial
adviser and Hannes Snellman Attorneys Ltd to act as its legal counsel with
respect to the Bid.
Pohjola Bank plc
Carina Geber-Teir
Chief Communications Officer
For more information, please contact:
Tom von Weymarn, Chairman of the independent committee
Please contact OP-Pohjola Pressroom for an interview +358 505239904
DISTRIBUTION
NASDAQ OMX Helsinki
LSE London Stock Exchange
SIX Swiss Exchange
Major media
pohjola.com, op.fi
Pohjola is a Finnish financial services group which provides its customers
with banking, non-life insurance and asset management services. Our mission is
to promote the sustainable prosperity, security and well-being of our
customers. Profitable growth and an increase in company value form our key
objectives. Pohjola Group serves corporate customers in Finland and abroad by
providing an extensive range of financial, investment, cash- management and
non-life insurance services. We offer non-life insurance and private banking
services to private customers. Pohjola Series A shares have been listed on the
Large Cap List of the NASDAQ OMX Helsinki since 1989. The number of
shareholders totals around 32,000. Pohjola's consolidated earnings before tax
came to 473 million euros in 2013 and the balance sheet total amounted to 44
billion euros on 31 December 2013. Pohjola is part of OP-Pohjola Group, the
leading financial services group in Finland with 4.3 million customers.
www.pohjola.com
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Conduct Authority. Details about the
extent of Deutsche Bank AG's authorisation and regulation by the Financial
Conduct Authority are available on request. Deutsche Bank AG, London Branch is
acting as financial adviser to Pohjola Bank plc and no one else in connection
with the contents of this announcement and will not be responsible to anyone
other than Pohjola Bank plc for providing the protections afforded to clients
of Deutsche Bank AG, London Branch, nor for providing advice in relation to
any matters referred to herein.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND DOES NOT CONSTITUTE AN OFFER
OR AN INVITATION TO MAKE A SALES OFFER. NO TENDER OFFER WILL BE MADE DIRECTLY
OR INDIRECTLY IN ANY JURISDICTION WHERE OFFERING OR OFFER PARTICIPATION WOULD
BE PROHIBITED BY APPLICABLE LAW, OR WHERE ANY TENDER OFFER DOCUMENT OR
REGISTRATION OR ANY OTHER REQUIREMENT WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND. IN PARTICULAR, NO TENDER OFFER WILL BE MADE DIRECTLY OR
INDIRECTLY IN OR INTO, OR BY USE OF THE POSTAL SERVICE OR ANY OTHER MEANS
(INCLUDING, WITHOUT LIMITATION, FACSIMILE, TELEX, TELEPHONE OR THE INTERNET)
OR ANY FACILITIES OF A SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.