NOTICE OF RESULTS OF THE VOLUNTARY TAKEOVER OFFER FOR ACQUIRING THE SHARES OF NORDIC FIBREBOARD AS
NFB Pärnu Holdings OÜ (company registered in Estonia with registry code: 16786289 and registered address Pärnu mnt 18, 10141, Tallinn, Estonia, “Offeror”) in accordance with the Securities Market Act (“SMA”) and other applicable legal acts made a voluntary takeover offer for acquiring all shares of Nordic Fibreboard AS (“NFB”) not yet belonging to the Offeror or persons related to it (“Offer”). The Offer was made based on the notice of offer (“Notice of Offer”) and the prospectus attached to it (“Prospectus”, together with the Notice of Offer, “Offer Documents”). Capitalised terms used in this notice that are not defined herein have the same meaning as attributed to them in the Prospectus.
The Estonian Financial Supervision and Resolution Authority approved the Offer on 24 April 2024 and the Offer Documents were published on 25 April 2024. The Offer commenced on 25 April 2024 at 10:00 and ended on 23 May 2024 at 16:00.
The purchase price offered by the Offeror within the Offer was EUR 0.944 per one NFB share (the “Purchase Price”).
As a response to the Offer the Selling Shareholders decided to sell to the Offeror in total 416,574 NFB shares that corresponds to approximately 9.26% of all NFB shares. Hereby the Offeror gives its acceptance to conclude the Sales Contract with all the Selling Shareholders that participated in the Offer on terms provided in the Prospectus.
Payment of the Purchase Price to all Selling Shareholders and transfer of NFB shares to the Offeror takes place on 27 May 2024 (the “Value Date”) in accordance with the procedure described in the Offer Documents. On the Value Date each Selling Shareholder shall be paid the amount of the Purchase Price corresponding to the number of the NFB shares sold by that Selling Shareholder against the transfer of such shares.
Before publishing the Offering Document and as of the end of the last day of Offer the Offeror, the 100% (direct and indirect) owner of the Offeror Joakim Johan Helenius and Pärnu Holdings OÜ (to the extent that, based on a shareholder agreement, Joakim Johan Helenius holds sole decision-making powers) held in total 2,211,455 NFB shares that amounted to 49.15% of all NFB shares. As a result of the Offer, the Offeror acquires in total 416,574 NFB shares that amounts to approximately 9.26% of all NFB shares.
After the Value Date, the Offeror, thus, owns in total 2,166,709 NFB shares that amounts to 48.16% of all NFB shares. The beneficial owner and holder of 100% shareholding (directly 50% and indirectly 50%) of the Offeror, Joakim Johan Helenius owns, therefore, after the Value Date directly and indirectly in total 2,628,029 or 58.41% of the votes represented with NFB shares. Thus, Joakim Johan Helenius has, after the Offer, acquired dominant influence over NFB and the Suspensive Condition described in clause 2.6 of the Prospectus has been realised and fulfilled.
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