Summary of the Tender Offer:

  • The Offer Price is EUR 4.65 in cash.
  • The Offer Price represents a premium of approximately:
    • 13.7 percent compared to the closing price (EUR 4.09) of the Technopolis share on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on August 27, 2018, the last trading day before the announcement of the Tender Offer;
    • 19.5 percent compared to the volume-weighted 3-month average trading price (EUR 3.89) of the Technopolis share on Nasdaq Helsinki preceding the announcement of the Tender Offer;
    • 18.6 percent compared to the volume-weighted 12-month average trading price (EUR 3.92) of the Technopolis share on Nasdaq Helsinki preceding the announcement of the Tender Offer; 
    • 14.8 percent compared to the EPRA NNNAV (adjusted net asset value) based on the
      unaudited half-year financial report of Technopolis as at and for the six months ended June
      30, 2018.; and
    • 14.0 percent compared to the equity per share (IFRS NAV) based on the unaudited halfyear
      financial report of Technopolis as at and for the six months ended June 30, 2018.
  • The Offer Price corresponds to Technopolis’ most recent reported EPRA NAV based on the unaudited half-year financial report of Technopolis as at and for the six months ended June 30, 2018.
  • The Board of Directors of Technopolis has unanimously decided to recommend that the shareholders of Technopolis accept the Tender Offer.
  • The largest shareholders of Technopolis, Varma Mutual Pension Insurance Company and Mercator Capital Ab, together representing approximately 34.5 percent of the shares and votes in Technopolis, have irrevocably undertaken to accept the Tender Offer.
  • Kildare Holdings, Ltd, acting as the general partner of Kildare GenPar II, L.P., in turn acting as the general partner of Kildare European Partners II, L.P. has executed an equity commitment letter addressed to the Offeror and Technopolis confirming the financing for the payment of (a) the aggregate consideration for all of the Shares in connection with the Tender Offer and in connection with the compulsory redemption proceedings, and (b) certain other amounts payable in connection with the performance of the Offeror’s obligations under the Combination Agreement.
  • The completion of the Tender Offer is subject to certain conditions to be fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer, including, among others all necessary regulatory approvals having been received by the Offeror and the Tender Offer having been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis more than 90 percent of the Shares and voting rights in the Company.
  • The Offeror will, on or about September 7, 2018, publish a tender offer document (the ”Tender Offer Document”) with detailed information on the Tender Offer.
  • The offer period for the Tender Offer is expected to commence on or about September 7, 2018 and to expire on or about October 8, 2018, and the Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer. 

Recommendation by the Board of Directors of Technopolis

The Board of Directors of Technopolis has unanimously decided to recommend that the shareholders of Technopolis accept the Tender Offer. The statement of the Board of Directors of Technopolis containing the recommendation prepared pursuant to the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”) and the Helsinki Takeover Code will be included as an appendix to the Tender Offer Document. In order to support its assessment of the Tender Offer, the Board of Directors of Technopolis has commissioned Skandinaviska Enskilda Banken AB (publ) Helsinki Branch to provide a fairness opinion concerning the Offer Price. The complete fairness opinion will be attached to the statement of the Board of Directors of Technopolis.

Support by the Largest Shareholders

The largest shareholders of Technopolis, Varma Mutual Pension Insurance Company and Mercator Capital Ab, together representing approximately 34.5 percent of the shares and votes in Technopolis have irrevocably undertaken to accept the Tender Offer except in the event that a public tender offer is announced in accordance with the Finnish Securities Markets Act by a third party with regard to all Shares with consideration of at least EUR 5.12 per Share and that the Offeror does not match or exceed the consideration offered in such public tender offer within three days from the first public announcement of such public tender offer.

Future plans concerning the Shares

The Offeror intends to acquire all the Shares. If the Tender Offer is completed, and the Tender Offer has been validly accepted with respect to the Shares representing, together with any Shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis more than 90 percent of the Shares and voting rights in the Company, the Offeror will take the necessary measures to acquire the remaining Shares in compulsory redemption proceedings in accordance with the Finnish Companies Act and thereafter Technopolis will apply for the delisting of its shares from Nasdaq Helsinki.