Citycon Oyj Stock Exchange Release 13 January 2026 at 10.10 hrs
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 THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION
ENTITLED “IMPORTANT INFORMATION” BELOW.
Citycon Oyj (“Citycon”) announced on 31 December 2025 that G City Ltd (”G City”)
commenced the mandatory public cash tender offer for all the outstanding shares
and stock options in Citycon Oyj on 2 January 2026. On 2 December 2025 G City
Ltd announced a mandatory public tender offer for all shares and securities
entitling to shares in Citycon. G City's portion of all shares and voting rights
in Citycon has exceeded 50% as a result of a share transaction made on 3
November 2025 and G City has thereby become obligated to launch a mandatory
public tender offer for all shares and securities entitling to shares in Citycon
in accordance with Chapter 11, Section 19 of the Securities Markets Act
(746/2021, as amended).
G City has today announced the following information regarding its mandatory
public cash tender offer for all the outstanding shares and stock options in
Citycon:
As announced previously, G City Ltd. (“G City” or the “Offeror”) commenced the
mandatory public tender offer on 2 January 2026 for all the issued and
outstanding shares in Citycon Oyj (“Citycon” or the “Company”) that are not held
by Citycon or any of its subsidiaries (the “Shares”) and for all the issued and
outstanding stock options in Citycon that are not held by Citycon or any of its
subsidiaries (the “Stock Options”) (the “Tender Offer”).
The offer price is EUR 4.00 in cash for each Share validly tendered in the
Tender Offer (the “Share Offer Price”). The price offered for each Stock Option
validly tendered in the Tender Offer is EUR 0.38 in cash for each outstanding
Stock Option 2025D (the “Option 2025D Offer Price”), EUR 0.38 in cash for each
outstanding Stock Option 2025E (the “Option 2025E Offer Price”), and EUR 0.38 in
cash for each outstanding Stock Option 2025F (the “Option 2025F Offer Price”,
and together with the Option 2025D Offer Price and the Option 2025E Offer Price,
the “Option Offer Prices”).
As set out in the terms and conditions of the Tender Offer, should the Company
distribute a dividend or otherwise distribute funds or any other assets to its
shareholders, or if a record date with respect to any of the foregoing occurs
prior to any of the settlements of the completion trades (whether after the
expiry of the offer period or during or after any subsequent offer period), the
Offeror reserves the right to adjust the Share Offer Price and the Option Offer
Prices, as applicable, payable by the Offeror on a euro-for-euro basis.
Citycon has today announced that the Board of Directors of the Company has
decided, in accordance with the authorization granted by the Company's annual
general meeting on 3 April 2025, on a one-time equity repayment of EUR 0.20 per
Share, which will be distributed from the invested unrestricted equity fund of
the Company. Such equity repayment will be paid to the shareholders of Citycon
on 27 January 2026. As a result of the equity repayment by Citycon, the Offeror
will adjust the Share Offer Price and the Option Offer Prices on a euro-for-euro
basis to the effect that the Share Offer Price is EUR 3.80 per Share, the Option
2025D Option Offer Price is EUR 0.18 per Stock Option 2025D, the Option 2025E
Option Offer Price is EUR 0.18 per Stock Option 2025E, and the Option 2025F
Option Offer Price is EUR 0.18 per Stock Option 2025F, subject to any further
adjustments.
The Offeror shall supplement the tender offer document concerning the Tender
Offer and publish such supplement without undue delay. The adjustments to the
Share Offer Price and the Option Offer Prices shall become effective once the
Finnish Financial Supervisory Authority has approved the supplement document.
The full release published by G City is attached to this stock exchange release.
The Board of Directors of Citycon is reviewing the mandatory tender offer by
independent members in accordance with the Securities Markets Act and other
applicable laws and regulations and is expected to publish its statement on the
mandatory tender offer during the coming days. Citycon has appointed Deutsche
Bank AG as its financial advisor and Hannes Snellman Attorneys Ltd as its legal
advisor in connection with the mandatory tender offer. Citycon has undertaken to
follow the Helsinki Takeover Code issued by the Finnish Securities Market
Association.
CITYCON OYJ
For further information, please contact:
Hilik Attias
CFO
Contact requests through:
Anni Torkko
Director, Group Corporate Analysis & IR
Tel. +358 45 358 0570
anni.torkko@citycon.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 SELL OR THE SOLICITATION OF AN OFFER TO BUY 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 AND STOCK OPTIONS 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 AN OFFER OR PARTICIPATION THEREIN 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 LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR
BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE
TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN
COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH
AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
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 ANNOUNCEMENT HAD
BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for shareholders and holders of Stock Options of Citycon in the
United States
Shareholders and Stock Option holders of Citycon in the United States are
advised that the Shares are not listed on a U.S. securities exchange and that
Citycon is not subject to the periodic reporting requirements of the U.S.
Securities Exchange Act of 1934, as amended (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 will be made for the issued and outstanding Shares and Stock
Options of Citycon, which is domiciled in Finland, and is subject to Finnish
disclosure and procedural requirements. The Tender Offer is expected to be made
in the United States pursuant to Section 14(e) of, and Regulation 14E, under the
Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the
Exchange Act, for a Tier II tender offer 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 applicable
under the tender offer procedures and laws of the United States for domestic
offers. In particular, the financial information included in this announcement
has been prepared in accordance with applicable accounting standards in Finland,
which may not be comparable to the financial statements or financial information
of U.S. companies. The Tender Offer is made to Citycon's shareholders and Stock
Option holders resident in the United States on the same terms and conditions as
those made to all other shareholders and Stock Option holders of Citycon to whom
an offer is made. Any informational documents, including this announcement, are
being disseminated to U.S. shareholders and Stock Option holders on a basis
comparable to the method that such documents are provided to Citycon's other
shareholders and Stock Option holders.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange release and during the pendency of the Tender Offer,
and other than pursuant to the Tender Offer, directly or indirectly purchase or
arrange to purchase Shares or any securities that are convertible into,
exchangeable for or exercisable for Shares, provided that any such purchases
shall be effected outside of the United States. These purchases may occur either
in the open market at prevailing prices or in private transactions at negotiated
prices, and the consideration in the Tender Offer must be increased to match any
such consideration paid outside the Tender Offer. 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 press release or other means
reasonably calculated to inform U.S. shareholders and Stock Option holders of
Citycon of such information. In addition, the financial adviser to the Offeror
may also engage in ordinary course trading activities in securities of Citycon,
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 the
disclosure in relation to the Tender Offer. 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 or
Stock Options 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 or Stock Options is urged to consult its independent
professional advisers immediately regarding the tax and other consequences of
accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws
only apply to U.S. holders of Shares or Stock Options, and will not give rise to
claims on the part of any other person. It may be difficult for Citycon's
shareholders or Stock Option holders to enforce their rights and any claims they
may have arising under the U.S. federal securities laws, since the Offeror and
Citycon 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.
Citycon's shareholders or Stock Option holders may not be able to sue the
Offeror or Citycon 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 Citycon 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”, “expects”, “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
Evli Plc is acting as financial advisor to G City Ltd. and arranger in relation
to the Tender Offer, and will not regard any other person than G City Ltd. as
its client in relation to the Tender Offer and will not be responsible to anyone
other than the G City Ltd. for providing the protections afforded to its clients
nor for providing advice in relation to the Tender Offer or any other matters
referred to in this release.
Appendix
G City Ltd's release