Haier Europe Appliances Holding will not proceed with its tender offer for all shares in Purmo

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THIS TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Haier Europe Appliances Holding B.V. (“Haier”) has today announced that it will not proceed with its tender offer for all shares in Purmo Group Plc. As noted in previous disclosures relating to the tender offer by Project Grand Bidco (UK) (the “Grand Tender Offer”) and the tender offer by Haier Europe Appliances Holding B.V. (the “Haier Tender Offer”), the Board of Directors of Purmo Group Plc represented by a quorum comprising the non-conflicted members (the “Board”) has until the end of the offer period for the Grand Tender Offer continuously evaluated the Haier Tender Offer in light of key shareholder support. Initially, the Board has engaged in discussions with Haier, including by facilitating a due diligence investigation, in order to seek the best possible outcome for all shareholders in a situation with two interested offerors and in accordance with the Board’s fiduciary duties and as required by the Helsinki Takeover Code. Said discussions resulted in an increase of the offer prices initially offered by Project Grand Bidco (UK) in the Grand Tender Offer as well as a binding public announcement by Haier of the Haier Tender Offer.

After announcement of the Haier Tender Offer, the Board has continued its significant efforts to offer Haier as good an opportunity as possible to gain support for its offer by the two major shareholders in Purmo Group Plc, separately holding a controlling stake of the respective series of shares in Purmo Group Plc and together representing 77.0 per cent of all shares in the company, including by facilitating through the Board’s actions discussion between Haier, the Board and each of said shareholders, which discussions would not without the Board’s actions have been permitted under the agreements entered into by the two major shareholders in relation to the Grand Tender Offer. However, as a result of discussions between Haier and the two major shareholders in relation to the Haier Tender Offer, the two major shareholders have not received sufficient comfort related to the risk and uncertainty with respect to completion of the Haier Tender Offer and timing of such completion, and hence continue to express support for the Grand Tender Offer.

The Board reiterates that the Haier Tender Offer offers shareholders a higher price compared to the Grand Tender Offer, but also includes risk and uncertainty with respect to completion of the Haier Tender Offer and timing of such completion, which risk is viewed by the Board as not being insignificant and notably larger than for the Grand Tender Offer. Hence, depending on the appetite for risk with respect to potential non-completion or delay in completion of the Haier Tender Offer, individual shareholders may have different views with respect to preferring the Grand Tender Offer or the Haier Tender Offer.

In the absence of sufficient key shareholder support for the Haier Tender Offer, the Board has not found sufficient grounds to recommend it instead of the Grand Tender Offer.

In accordance with the disqualification provisions of the Finnish Companies Act (624/2006) and the Helsinki Takeover Code, Tomas von Rettig, Matts Rosenberg and Alexander Ehrnrooth did not participate in any assessment or review of the implications of the Grand Tender Offer or the Haier Tender Offer by the Board or in any decision-making concerning the recommendation of the Board.

Haier has on 31 July 2024 announced the following information:

“As previously announced, Haier Europe Appliances Holding B.V. (“Haier” or the “Offeror”) has made a voluntary public cash tender offer for all the issued and outstanding class C shares (the “Class C Shares”) and all the issued and outstanding class F shares (the “Class F Shares,” and, together with the Class C Shares, the “Shares” or, individually, a “Share”) in Purmo Group Plc (“Purmo” or the “Company”) that are not held by Purmo or any of its subsidiaries (the “Tender Offer”) at a price of EUR 13.59 per share for each Class C Share and each Class F Share eligible for conversion into a Class C Share validly tendered in the Tender Offer, as adjusted on July 19, 2024, (the “Class C Share Offer Price”) and EUR 8.28 per share for each Class F Share ineligible for conversion into a Class C Share validly tendered in the Tender Offer (the “Class F Share Offer Price,” and together with the Class C Share Offer Price, the “Offer Prices”).

As set out in the announcement the Offeror published on July 15, 2024, the completion of the Tender Offer is subject to certain conditions being fulfilled or waived by the Offeror, including the Board of Directors of the Company, represented by a quorum comprising the non-conflicted members of the Board of Directors, issuing its recommendation for shareholders to accept the Tender Offer and sell their Shares in the Tender Offer and the Offeror and the Company entering into a combination agreement. The Offeror has also reserved the right to discontinue the offer period, should any of the conditions to completion become incapable of satisfaction. On the announcement published by Purmo on July 24, 2024, the Company highlighted that in order for it to recommend the Tender Offer, sufficient shareholder support to enable the Offeror to reach the acceptance threshold of 80 percent would have been necessary.

As an agreement with Purmo’s shareholders could not be found, the Offeror notes that certain conditions to completion have become incapable of satisfaction. Taking also into account the announcement by the Company on July 24, 2024, that the Board of Directors of the Company remains to recommend the tender offer made by Project Grand Bidco (UK) Limited and the expiration of tender offer by Project Grand Bidco (UK) Limited, the above-mentioned conditions have become incapable of satisfaction, and after a thorough review, the Offeror has decided not to proceed with its Tender Offer. Consequently, the Offeror will not publish a tender offer document regarding the Tender Offer or initiate the offer period thereunder.

This decision does not limit Haier’s right to consider making a new tender offer for shares in Purmo in the future. No decisions have been taken to either make or refrain from making a new tender offer at a later point in time.”

Haier Europe Appliances Holding B.V. Media Contact in Finland
 
Tiia Tikkanen, Communications Consultant, Tekir Ltd
[email protected]
Tel. +358 40 1693 706

Media and Investor Enquiries

Haier Europe Appliances Holding B.V.

Kathy Wang, Investor Relations
[email protected]

Purmo Group

Katariina Kataja
Head of Investor Relations
Tel. +358 40 527 1427
[email protected]
 
Information about the Tender Offer is made available at www.hsh-offer.fi/en/.

For administrative questions regarding the Tender Offer, please contact your bank or nominee where you have your Shares registered.

Distribution:
Nasdaq Helsinki Ltd
Principal media
investors.purmogroup.com
 
ABOUT PURMO

Purmo is a public limited liability company incorporated under the laws of Finland with its C Shares listed on the official list of Nasdaq Helsinki. Purmo is at the centre of the global sustainability journey by offering full solutions and sustainable ways of heating and cooling homes to mitigate global warming. Purmo provides complete heating and cooling solutions to residential and non-residential buildings, including underfloor heating and cooling systems, a broad range of radiators, heat pumps, flow control and hydronic distribution systems, as well as smart products. Purmo’s mission is to be the global leader in sustainable indoor climate comfort solutions. Purmo’s approximately 2,950 employees operate in 23 countries, manufacturing and distributing top-quality products and solutions to its over 100,000 customers in more than 100 countries. Purmo’s shares are listed on Nasdaq Helsinki with the ticker symbol PURMO. More information: www.purmogroup.com.
 
Important information

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE TENDER OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Purmo in the United States

The Tender Offer will be made for the issued and outstanding shares in Purmo, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder, including Regulation 14E (in each case, subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The financial information included in this release has been prepared in accordance with applicable accounting standards in Finland and Switzerland, which may not be comparable to the financial statements or financial information of U.S. companies. Shareholders in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Purmo is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer is made to Purmo’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Purmo to whom an offer is made. Any information documents, including this release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Purmo’s other shareholders.

To the extent permissible under applicable law or regulations, including Rule 14e-5 under the Exchange Act, the Offeror and its affiliates or its brokers and its broker’s affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer and combination, directly or indirectly, purchase or arrange to purchase, the Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a stock exchange or press release or other means reasonably calculated to inform U.S. shareholders of Purmo of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Purmo, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of this release. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for Purmo’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws since the Offeror and Purmo are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Purmo’s shareholders may not be able to sue the Offeror or Purmo or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and Purmo and their respective affiliates to subject themselves to a U.S. court’s judgment.

Forward-looking statements

This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements.” Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes,” “intends,” “may,” “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.

Disclaimer

Danske Bank A/S is authorized under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.

Danske Bank A/S (acting via its Finland Branch) is acting as financial adviser to Purmo and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than Purmo for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the tender offer.