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Inission AB (“Inission”), a North European contract manufacturer listed on Nasdaq First North Growth Market Stockholm, has on 1 July 2022 disclosed its duty to make a mandatory public tender offer in accordance with Chapter 11, Section 19 of the Finnish Securities Market Act (“Offer”) for all the shares and securities entitling to the shares in Enedo Plc (“Enedo” or the “Company”), an international designer and producer of high quality electronic power supplies and systems listed on Nasdaq Helsinki, as a result of an acquisition of 21,113,257 shares in Enedo from Joensuun Kauppa ja Kone Oy, Rausanne Oy, Soinitilat Oy and 10 other major shareholders (“Selling Shareholders”) of the Company for a purchase price of EUR 0.26 per share on 1 July 2022. Inission owns currently altogether 55,113,257 Enedo shares corresponding approximately to 80.43 per cent of all the shares and related voting rights in the Company.
The cash consideration to be offered in the mandatory public tender offer for each Enedo share validly tendered in accordance with the terms and conditions of the Offer will be EUR 0.26 (“Offer Price”). Alternatively, Inission will also offer a share consideration whereby 0.086 new Inission Class B shares listed on Nasdaq First North Growth Market Stockholm are offered for each Enedo share validly tendered in accordance with the terms and conditions of the Offer.
The Offer Price corresponds to the price agreed with the Selling Shareholders when Inission acquired approximately 31 per cent of all the shares in Enedo from the Selling Shareholders on 1 July 2022 in exchange for new Inission Class B shares. The Offer Price is also the highest price paid by Inission for any Enedo share during the six-month period preceding the date when Inission became obligated to make the Offer. The closing price of Enedo on Nasdaq Helsinki was EUR 0.27 on 30 June 2022, i.e. on the last trading day preceding the date when Inission became obligated to make the Offer.
The share exchange ratio to be used in the share consideration alternative of the Offer is the same share exchange ratio used with the Selling Shareholders when Inission acquired their Enedo shares on 1 July 2022 in exchange for new Inission Class B shares.
The closing price of Inission on Nasdaq First North Growth Market Stockholm was SEK 32.50 (EUR 3.03) on 30 June 2022, i.e. on the last trading day preceding the date when Inission became obligated to make the Offer.
Enedo has no other securities entitling to the shares in Enedo which should be subject to the mandatory public tender offer.
If Inission obtains more than 90 per cent of all the shares and related voting rights in Enedo as a result of the Offer, Inission will initiate mandatory redemption proceedings for the remaining shares in accordance with the Finnish Companies Act and, thereafter, Enedo will apply for delisting of its shares from Nasdaq Helsinki.
Inission estimates there to be significant untapped revenue, cost and financial synergies, which could be materialized in the future, if it manages to take full ownership of Enedo as a result of the Offer. The effect of the Offer on Inission’s profit and financial position is limited by the fact that Enedo already is Inission’s approximately 80.43 per cent owned subsidiary and also depends on the rate of acceptance of the Offer by Enedo shareholders and their preference for cash or share consideration. If all remaining Enedo shareholders accept the cash consideration in the Offer, the payment of the aggregate cash purchase price amounts to approximately EUR 3.5 million (SEK 36.0 million) and has a corresponding effect on Inission’s net debt position. The above amount corresponds to approximately EUR 0.17 (SEK 1.81) per each current Inission share. If all remaining Enedo shareholders accept the share consideration in the Offer, the respective new Class B shares in Inission represent approximately 5.45 per cent of all the shares and approximately 2.69 per cent of all the voting rights in Inission.
Inission does not expect the execution of the Offer to have any significant imminent effect on the business or assets or the position of the management or other employees of Inission or Enedo.
Pursuant to the Finnish Securities Markets Act Section 22 of Chapter 11, the offer period in the mandatory tender offer shall begin within a month from the publishing of the tender offer. However, the Finnish Financial Supervisory Authority has granted Inission an exemption to start the offer period by 15 September 2022. The offer period is expected to commence on or about 8 September 2022 at 9:30 am (Finnish time) and expire on or about 29 September 2022 at 4:00 pm (Finnish time) unless the offer period is extended in accordance with the terms and conditions of the Offer. The tender offer document is expected to be published on or about 8 September 2022 including detailed instructions and terms and conditions of the Offer.
Based on Inission’s understanding, the completion of the Offer does not require approval from the competition authorities.
Inission has sufficient financial arrangements in place to carry out the Offer as far as the offer consideration is paid in cash and the Board of Directors of Inission has been authorised by the Annual General Meeting of Inission to issue a sufficient number of new Class B shares in Inission to enable Inission to carry out the Offer also as far as the offer consideration is paid in new Class B shares in Inission.
Inission reserves the right to acquire shares in the Company before the commencement of the offer period, during the offer period and/or after the offer period of the Offer through public trading on Nasdaq Helsinki or otherwise.
In the Offer Inission will comply with the recommendation in accordance with Chapter 11, Section 28 of the Finnish Securities Market Act on the procedures to be complied with in public tender offers (Helsinki Takeover Code).
Jonver Capital Oy acts as the financial advisor and Bird & Bird Attorneys Ltd. acts as the legal advisor to Inission in the Offer.
Inission AB
THE BOARD OF DIRECTORS
For further information please contact
Fredrik Berghel, CEO Inission
+46 732 02 22 10
[email protected]
About Inission
Inission is a profitable total supplier that offers demanding industrial customers in the Nordic region complete electronic and mechanical products of the highest quality. Inission’s services cover the entire product life cycle, from development and design to industrialization, volume production and aftermarket. By combining this with logistics services and a production based on high flexibility, customer adaptation and short lead times, our offer becomes very competitive. Inission has factories in Sweden, Finland, Norway and Estonia.
The revenue of Inission for the financial period ended on 31 December 2021, was approximately SEK 1 003 million (approximately EUR 94 million) and it employs approximately 520 people. Inission is listed on Nasdaq First North with Nordic Certified Adviser AB ([email protected], +46 707 94 90 73) as a certified adviser. The company’s reports are filed under:
www.inission.com/investor-relations
Inission AB: reg.no./org.nr 556747-1890
Lantvärnsgatan 4,
652 21 Karlstad