Onni Bidco Oy to commence redemption proceedings in respect of the remaining minority shares in Innofactor Plc
November 25 2024 - 7:50AM
UK Regulatory
Onni Bidco Oy to commence redemption proceedings in respect of the
remaining minority shares in Innofactor Plc
Innofactor Plc | Stock Exchange Release |
November 25, 2024 at 14:50 EET
Onni Bidco Oy to commence redemption
proceedings in respect of all remaining minority shares in
Innofactor Plc as soon as possible
Onni Bidco Oy ("Onni Bidco")
has informed Innofactor Plc ("Innofactor") that it
holds more than nine tenths (9/10) of all the shares and votes
carried by the shares in Innofactor and that Onni Bidco therefore
has the right and the obligation under Chapter 18, Section 1 of the
Finnish Companies Act to redeem the shares held by the other
shareholders of Innofactor at fair price. Onni Bidco holds
approximately 95.71 percent of all issued and outstanding shares in
Innofactor.
Onni Bidco has decided to exercise its
redemption right pursuant to the Finnish Companies Act and to
redeem all the shares held by all other remaining shareholders in
Innofactor. To implement the redemption of the remaining shares,
Onni Bidco will initiate redemption proceedings, as provided in the
Finnish Companies Act, as soon as possible.
In the redemption proceedings, Onni Bidco will
demand that the redemption price (“Redemption
Price”) for the remaining shares is set to EUR 1.68 per
share less the amount of any distribution of dividends or other
distribution of funds or other assets to Innofactor’s shareholders,
if a record date with respect to such distribution is before the
shares subject to redemption have been transferred to Onni Bidco.
The Redemption Price corresponds to the offer price for each share
in Innofactor offered by Onni Bidco in the voluntary recommended
public cash tender offer announced on July 22, 2024 for all the
issued and outstanding shares in Innofactor. In addition, the
Redemption Price also corresponds to the highest price paid by Onni
Bidco in its market purchases of Innofactor shares, including the
purchases on 15 November 2024, the settlement of which has resulted
in Onni Bidco's holding in Innofactor exceeding nine tenths of the
shares and votes carried by the shares.
According to Onni Bidco’s notification to
Innofactor, Onni Bidco is responsible for any transfer tax that may
be levied in Finland as a result of the redemption of the shares as
well as fees and charges arising from the registrations made in the
book-entry system as a result of the redemption proceedings.
It is Onni Bidco’s intention to apply for the
shares in Innofactor to be delisted from the official list of
Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). Onni
Bidco reserves the right to continue to acquire shares on or after
the date of this stock exchange release in public trading on Nasdaq
Helsinki, or otherwise to the extent permitted by applicable laws
and regulations.
Investor and media
enquiries:
Iida Suominen (Innofactor), ir@innofactor.com,
+358 40 716 7173
Lasse Lautsuo (Innofactor), ir@innofactor.com, +358 50 480 1597
Distribution:
NASDAQ Helsinki
Main media
ABOUT INNOFACTOR
Innofactor is the leading promoter of the modern digital
organization in the Nordic countries for its approximately 1,000
customers in the commercial and public sectors. Innofactor has the
widest solution offering and leading know-how in the Microsoft
ecosystem in the Nordics. Innofactor’s offering includes planning
services for business-critical IT solutions, project deliveries,
implementation support and maintenance services, as well as own
software and services. Innofactor employs nearly 600 experts in
Finland, Sweden, Denmark and Norway. Innofactor’s shares are listed
on Nasdaq Helsinki with the ticker symbol IFA1V.
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