Inission Ab’s Ownership in Enedo Plc Has Increased to 80.43 Per
Cent and Inission ab Has Become Obligated to Make a Mandatory
Public Tender Offer for the Remaining Shares in Enedo Plc
Enedo Plc / Stock Exchange Release 1 July 2022
at 17:35
INISSION AB’S OWNERSHIP IN ENEDO PLC HAS
INCREASED TO 80.43 PER CENT AND INISSION AB HAS BECOME OBLIGATED TO
MAKE A MANDATORY PUBLIC TENDER OFFER FOR THE REMAINING SHARES IN
ENEDO PLC
Inission AB ("Inission"), a North European
contract manufacturer listed on Nasdaq First North Growth Market
Stockholm, has notified today that it has acquired on 1 July 2022 a
number of 21,113,257 shares (“Shares”) in Enedo Plc ("Enedo" or the
"Company"). Pursuant to this, Inission's ownership in Enedo has
increased to approximately 80.43 per cent of all the shares and
related voting rights in the Company. Enedo holds 69,249 of its own
shares. As a result of the acquisition of the Shares, Inission will
be obligated to make a mandatory public tender offer (“Offer”) for
all the other shares and securities entitling to the shares in
Enedo in accordance with Chapter 11, Section 19 of the Finnish
Securities Markets Act.
The price to be offered for each Enedo share in
the Offer is contemplated to be EUR 0.26 (“Offer Price”). 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.
Inission will pay the Offer Price to the Enedo
shareholders in cash or, at the sole discretion of an Enedo
shareholder, in new Class B shares in Inission.
Pursuant to the Finnish Securities Markets Act
Section 22 of Chapter 11, the mandatory tender offer shall be
published within a month from the origin of the duty to make a
public tender offer and the tender offer process shall begin within
a month from the publishing of the tender offer.
More information on the Offer and related
transactions can be found in Inission’s release attached to this
stock exchange release.
Enedo’s Board will publish its view of the Offer
in accordance with the Finnish Securities Markets Act.
Olle Hulteberg, who is both Inission’s and
Enedo’s Chairman of the Board, and Fredrik Berghel, who is both
Inission’s and Enedo’s Board Member, have informed Enedo that they
will not participate in Enedo’s Board work until the end of the
tender offer process.
ENEDO PLC
Mikael Fryklund
President and CEO
For further information please contact Mr.
Mikael Fryklund, CEO, tel. +358 40 500 6864.
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
About Enedo
Enedo is a European designer and producer of
high-quality electronic power supplies and systems for critical
equipment even in the most demanding environments. Enedo´s mission
is to make electricity better – more reliable, more secure, more
energy efficient – and just right to fit its purpose. Enedo´s three
main product categories are Led Drivers, Power supplies and Power
Systems. In 2021 the group´s revenue was EUR 36,4 million. Enedo
has 330 employees, and its main functions are located in Finland,
Italy, Tunisia and USA. The group´s head office is in Finland and
parent company Enedo Oyj is listed on Nasdaq Helsinki Oy.
Attachment:
Inission AB / Release 1 July 2022 at 11:00
INISSION AB’S
OWNERSHIP
IN ENEDO PLC HAS
INCREASED TO
80.43
PER CENT AND INISSION AB HAS BECOME
OBLIGATED TO MAKE A MANDATORY PUBLIC TENDER OFFER FOR THE REMAINING
SHARES IN ENEDO PLC
Not to be published or distributed, directly or
indirectly, in Australia, Canada, China, Hong Kong, Japan, New
Zealand, Singapore, South Africa or in the United States or in any
other jurisdiction where prohibited by applicable law.
Inission AB ("Inission"), a North European
contract manufacturer listed on Nasdaq First North Growth Market
Stockholm, has on 1 July 2022 acquired 21,113,257 shares (“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. Pursuant to this, Inission's ownership
in Enedo has increased from 34,000,000 shares to 55,113,257 shares
corresponding approximately to 80.43 per cent of all the shares and
related voting rights in the Company. Enedo holds 69,249 of its own
shares. As a result of the acquisition of the Shares, Inission will
be obligated to make a mandatory public tender offer for all the
other shares and securities entitling to the shares in Enedo in
accordance with the Finnish Securities Markets Act.
Share purchases
Inission acquired the 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, the aggregate purchase price
amounting to approximately EUR 5,5 million (SEK 58,9 million). The
purchase price for all the Shares (“Purchase Price”) will be paid
by the subscription by the Selling Shareholders of 1,811,694 newly
issued Class B shares in Inission, which have been valued at EUR
3.03 (SEK 32.50) per share, issued by Inission and for which
payment will be made by set-off against the payment of the Purchase
Price. The Board of Directors of Inission, which had an
authorization from the Annual General Meeting to issue a maximum of
3,600,000 new Class B shares, has decided on the directed share
issues to the Selling Shareholders. The Selling Shareholders do not
receive any cash consideration.
Mandatory public tender offer
and subsequent transactions
As a result of the acquisition of the Shares,
Inission will be obligated to make a mandatory public tender offer
(“Offer”) for all the other shares and securities entitling to the
shares in Enedo in accordance with Chapter 11, Section 19 of the
Finnish Securities Markets Act.
The price to be offered for each Enedo share in
the Offer is contemplated to be EUR 0.26 (“Offer Price”), which
corresponds to the price paid to the Selling Shareholders and is
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.
Inission will pay the Offer Price to the Enedo
shareholders in cash or, at the sole discretion of an Enedo
shareholder, in new Class B shares in Inission. The closing price
of Inission on Nasdaq First North Growth Market Stockholm was SEK
32.50 on 30 June 2022, i.e. on the last trading day preceding the
date when Inission became obligated to make the Offer.
Pursuant to the Finnish Securities Markets Act
Section 22 of Chapter 11, the mandatory tender offer shall be
published within a month from the origin of the duty to make a
public tender offer and the tender offer process shall begin within
a month from the publishing of the tender offer.
Olle Hulteberg, who is both Inission’s and
Enedo’s Chairman of the Board, and Fredrik Berghel, who is both
Inission’s and Enedo’s Board Member, will not participate in
Enedo’s Board work until the end of the tender offer process.
If Inission obtains more than 90 percent 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 will also consider possibilities of dual
listing on Nasdaq First North Growth Market Helsinki.
Background and reasons for the
Offer
Inission has been Enedo’s largest shareholder
with a 49.62% holding since April 2021. The implementation of
Enedo’s turnaround program, which existed already at that time, has
been more challenging than anticipated, both in time and
financially. Enedo’s cash position has been constrained and it has
loans amounting to approximately EUR 7 million with a due date of
30 September 2022. In Inission’s view, by having full control of
Enedo, it has better possibilities to secure adequate financing for
Enedo and steer Enedo successfully through current very difficult
market conditions. Finally and most important is the
materialization of the originally identified synergies between the
companies such as cross sales of its products and services, develop
the Tunisian facility to a full service EMS manufacturing site,
geographical coverage of sales and complementary customer
portfolio. This will strengthen both companies and add on to
Inission’s successful journey of acquisitions and integration. It
is planned to organize Enedo as its own Business Area with its own
Enedo brand and its successful offering of power supplies and power
systems.
Fredrik Berghel, Inission’s CEO and Board
Member, comments:
“We see significant untapped revenue, cost and
financial synergies in combining Enedo and Inission and look
forward to materializing these efficiently”.
Olle Hulteberg, Inission’s Chairman of the
Board, comments:
“In addition to the mandatory cash
consideration, Inission’s Board of Directors wants to offer a share
consideration to Enedo shareholders. We warmly welcome all Enedo
shareholders to become shareholders in Inission and share the
opportunities and synergies of Inission and Enedo combined.”
Advisors
Jonver Capital Oy acts as the financial advisor
and Bird & Bird Attorneys Ltd. acts as the legal advisor to
Inission in the aforesaid transactions.
Inission AB
THE BOARD OF DIRECTORS
For further information please
contact
Fredrik Berghel, CEO Inission
+46 732 02 22 10
fredrik.berghel@inission.com
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 (info@certifiedadviser.se, +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
Enedo (LSE:0E96)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Enedo (LSE:0E96)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024