Citycon Oyj Stock Exchange Release 16 January 2026 at 20:25 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.
On 2 December 2025, G City Ltd (”G City” or the ”Offeror”) announced a mandatory
public cash tender offer 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”) as well as 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”). Holders of the Shares are offered a cash
consideration of EUR 3.80 for each Share validly tendered in the Tender Offer.
The offer price has, as a result of a one-time equity repayment of EUR 0.20 per
share resolved upon by the Company on 13 January 2026, been adjusted by the
Offeror by EUR 0.20 per share from the originally offered EUR 4.00 to EUR 3.80
per share in accordance with the terms and conditions of the Tender Offer (the
“Share Offer Price”). Holders of the Stock Options are offered a cash
consideration for each Stock Option validly tendered in the Tender Offer as
described in the section “The Share Offer Price and the Option Offer Prices”
below.
The Board of Directors of Citycon has decided to issue the following statement
regarding the Tender Offer as required under Finnish law (Chapter 11, Section 13
of the Finnish Securities Markets Act 746/2012, as amended, the “Finnish
Securities Markets Act”). Based on the factors described in this statement, the
Board of Directors of Citycon considers that the Tender Offer and the amount of
the Share Offer Price and the Option Offer Prices are, under the prevailing
circumstances, fair to Citycon's shareholders and option holders.
The Tender Offer in Brief
Background of the Tender Offer
On 3 November 2025, G City announced that as a result of a share purchase made
on 3 November 2025, G City's shareholding in Citycon, together with the Shares
held by G City's fully owned subsidiary, Gazit Europe Netherlands BV (“Gazit
Europe Netherlands”) and Chaim Katzman, increased to a total of 106,678,704
Shares, corresponding to approximately 57.51 per cent of all outstanding shares
and voting rights in the Company. Consequently, as G City's holdings exceeded 50
per cent of the voting rights carried by the Shares, G City has become obligated
to launch a mandatory public tender offer for all other shares and securities
issued by Citycon entitling to shares in Citycon in accordance with Chapter 11,
Section 19 of the Finnish Securities Markets Act.
G City announced the Tender Offer on 2 December 2025. The Tender Offer is being
made for all the issued and outstanding shares in Citycon that are not held by
Citycon or any of its subsidiaries as well as for all the issued and outstanding
stock options in Citycon that are not held by Citycon or any of its
subsidiaries. Citycon has a total of 183,569,011 issued shares, all of which are
outstanding Shares, and a total of 894,924 outstanding Stock Options, comprising
of 298,308 Stock Options 2025D, 298,308 Stock Options 2025E and 298,308 Stock
Options 2025F as of the date hereof.
Based on the information published by G City, G City, together with G City's
fully owned subsidiary, Gazit Europe Netherlands and Chaim Katzman, who
exercises ultimate control in the G City group, held on 30 December 2025 in
aggregate 108,589,289 Shares in Citycon, representing approximately 59.15 per
cent of all Shares and voting rights in Citycon. G City has reserved the right,
to the extent permitted by applicable laws and regulations, to acquire Shares
and Stock Options in public trading on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”)
or otherwise before the commencement of the offer period, during the offer
period, and/or after the offer period of the Tender Offer or otherwise outside
the Tender Offer.
The Tender Offer is made in accordance with the terms and conditions of a tender
offer document approved by the Finnish Financial Supervisory Authority, which
was published by G City on 31 December 2025 (the “Tender Offer Document”).
The Share Offer Price and the Option Offer Prices
The Share Offer Price is EUR 3.80 in cash for each Share validly tendered in the
Tender Offer, subject to any adjustments as set out below. The Share Offer Price
has, as a result of a one-time equity repayment of EUR 0.20 per share resolved
upon by the Company on 13 January 2026, been adjusted by the Offeror by EUR 0.20
per share from the originally offered EUR 4.00 to EUR 3.80 per share in
accordance with the terms and conditions of the Tender Offer.
According to the Tender Offer Document, the original Share Offer Price of EUR
4.00 represents the highest price paid by G City (or parties acting in concert
with it in accordance with Section 5, Chapter 11 of the Finnish Securities
Market Act) for Shares in Citycon within the last six (6) months preceding the
triggering of the obligation to launch the Tender Offer.
The original Share Offer Price of EUR 4.00 represents a premium of
approximately:
· 35.8 per cent compared to the closing price (EUR 2.95) of the Share on the
official list of Nasdaq Helsinki on 31 October 2025, the last day of trading
preceding the triggering of the obligation to launch the Tender Offer;
· 18.9 per cent compared to the volume-weighted average trading price (EUR
3.36) of the Share on the official list of Nasdaq Helsinki during the three (3)
months preceding the triggering of the obligation to launch the Tender Offer;
and
· 17.6 per cent compared to the volume-weighted average trading price (EUR
3.40) of the Share on the official list of Nasdaq Helsinki during the twelve
(12) months preceding the triggering of the obligation to launch the Tender
Offer.
According to the Tender Offer Document, should the Company increase the number
of Shares that are issued and outstanding on the date hereof as a result of a
new share issue, reclassification, stock split or any other similar transaction,
or 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 payable by the Offeror on a euro-for-euro basis.
The Board of Directors of Citycon decided on 13 January 2026 on a one-time
equity repayment of EUR 0.20 per share to distribute surplus funds to the
shareholders of Citycon as Citycon has a substantial cash position following the
completion of the divestment of Lippulaiva Residentials executed on 18 December
2025. 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
adjusted the original Share Offer Price and the original Option Offer Prices on
a euro-for-euro basis to the effect that the Share Offer Price is EUR 3.80 per
Share, and the price offered for each Stock Option validly tendered in the
Tender Offer is EUR 0.18 in cash for each outstanding Stock Option 2025D (the
“Option 2025D Offer Price”), EUR 0.18 in cash for each outstanding Stock Option
2025E (the “Option 2025E Offer Price”), and EUR 0.18 in cash for each
outstanding Stock Option 2025F (the “Option 2025F Offer Price”, together with
the Option 2025D Offer Price and the Option 2025E Offer Price, the “Option Offer
Prices”), subject to any further adjustments.
According to the Tender Offer Document, the Share Offer Price has been
determined based on 183,569,011 issued and outstanding Shares. The Option 2025D
Offer Price has been determined based on 298,308 issued and outstanding Stock
Options 2025D, the Option 2025E Offer Price has been determined based on 298,308
issued and outstanding Stock Options 2025E and the Option 2025F Offer Price has
been determined based on 298,308 issued and outstanding Stock Options 2025F.
The Offer Period
The offer period under the Tender Offer has commenced on 2 January 2026 at 9:30
a.m. (Finnish time) and shall expire on 6 March 2026 at 4:00 p.m. (Finnish
time).
According to the Tender Offer Document, the Offeror reserves the right to extend
the offer period from time to time in accordance with, and subject to, the terms
and conditions of the Tender Offer and applicable laws and regulations,
including, in order to satisfy the receipt of all necessary regulatory,
governmental or similar approvals, permits, clearances and consents from
authorities or similar, required under applicable laws in any jurisdiction for
the completion of the Tender Offer. The Offeror currently expects the Tender
Offer to be completed during the first quarter of 2026.
According to the Tender Offer Document, the Offeror will announce a possible
extension of the offer period during the offer period.
Pursuant to the Finnish Securities Markets Act, Chapter 11, Section 13, the
Board of Directors of Citycon has an obligation to issue a public statement
regarding the Tender Offer. In its statement the Board of Directors must present
a well-founded assessment of the Tender Offer from the perspective of Citycon
and its shareholders and option holders, as well as of the strategic plans
presented by the Offeror in the Tender Offer Document and their likely effects
on the operations of, and employment at, Citycon.
For the purposes of issuing this statement, the Board of Directors of Citycon
has carefully examined the Tender Offer Document and the stock exchange releases
published by G City regarding the Tender Offer. When preparing its statement,
the Board of Directors of Citycon has relied on information presented in such
documents, and the Board of Directors has not independently verified such
information or the accuracy thereof. Accordingly, the assessment of the Board of
Directors of Citycon regarding the effects of the Tender Offer on Citycon's
operations and employees, as presented by G City, should not be treated as
conclusive.
Assessment Regarding the Strategic Plans Presented by the Offeror and Their
Likely Effects on the Operations of, and Employment at, Citycon
Information Given by the Offeror
According to the Tender Offer Document, G City has been a long-term shareholder
in the Company since 2004 and believes that its extensive expertise in mixed-use
income producing properties in urban areas, combined with its financial
resources and strategic vision, provides it with excellent opportunities to
develop the Company's long-term growth strategy. Further according to the Tender
Offer Document, G City has strong belief in Citycon's assets and their quality,
which are in line with G City's portfolio and strategy. In addition, according
to the Offeror, G City's experience managing similar assets across multiple
jurisdictions, access to capital, and long-term investment horizon enable it to
pursue strategic initiatives and value-enhancing opportunities.
According to the Tender Offer Document, the Offeror does not expect the
completion of the Tender Offer to have any immediate material effects on the
operations, business locations or assets, or the position of the management or
employees of Citycon.
Further, according to the Tender Offer Document, the Offeror has not entered
into any agreements regarding remuneration, compensation or other benefits
granted to the management or the members of the Board of Directors of Citycon
payable for the completion of the Tender Offer.
Assessment by the Board of Directors
The Board of Directors of Citycon has assessed G City's strategic plans based on
the information presented in the Tender Offer Document and the stock exchange
releases published by G City regarding the Tender Offer. The Board of Directors
of Citycon considers that the information on the Offeror's strategic plans
concerning Citycon as presented in the Tender Offer Document and the stock
exchange releases published by the Offeror regarding the Tender Offer are, as is
typical for such documents, general in nature. In the absence of more detailed
information, the Board of Directors of Citycon is unable to form a precise view
of such plans and their likely effects on Citycon and employment at Citycon.
However, based on the information presented to Citycon and the Board of
Directors of Citycon, the Board of Directors of Citycon believes that G City's
strategic plans presented in the Tender Offer Document are not expected to have
any immediate material effects on the operations, business locations or assets,
or the position of the management or employees of Citycon.
As at the date of this statement, the Board of Directors of Citycon has not
received any formal statements from Citycon's employees regarding the impact of
the Tender Offer on employment at Citycon.
Assessment of the Tender Offer from the Perspective of Citycon and its
Shareholders and Option Holders
Introduction
When evaluating the Tender Offer, analyzing alternative opportunities available
to Citycon and concluding on this statement, the Board of Directors of Citycon
has considered several factors, including, but not limited to, Citycon's recent
financial performance, current financial and operational position, future
prospects, and historical trading price development of Citycon's shares, and the
terms and conditions of the Tender Offer.
The Board of Directors of Citycon's assessment of continuing the business
operations of Citycon as an independent company has been based on reasonable
future-oriented estimates, which include various uncertainties, whereas the
Share Offer Price and the premium included therein as well as the Option Offer
Prices are not subject to any uncertainty other than the fulfilment of the
conditions to completion of the Tender Offer.
The Board of Directors of Citycon has not participated in the drafting of the
Tender Offer Document, nor has it entered into a combination agreement or other
agreements or undertakings with G City regarding the Tender Offer.
To support its evaluation of the Tender Offer, the Board of Directors of Citycon
has from Deutsche Bank AG received a fairness opinion, dated 15 January 2026,
concerning the fairness of the consideration offered to the shareholders and
option holders of Citycon (the “Fairness Opinion”). According to the Fairness
Opinion, subject to the assumptions and qualifications presented therein, the
consideration offered to shareholders and option holders of Citycon is fair from
a financial point of view as at the date of the Fairness Opinion. Deutsche Bank
AG provided its opinion solely for the information and assistance of the Board
of Directors in connection with its consideration of the Tender Offer. The
Fairness Opinion is not a recommendation as to whether any shareholder or option
holder should tender their Shares or Stock Options in connection with the Tender
Offer or any other matter. The Fairness Opinion is attached to this statement in
its entirety.
As at the date of this statement, the Board of Directors of Citycon has not
received any proposals regarding potential competing corporate transactions. As
part of its assessment of the Company's alternatives and to comply with the
requirement of due care, the Board of Directors of Citycon has together with its
exclusive financial adviser, Deutsche Bank AG, had contacts with several such
other parties that could be contacted to explore whether such parties could have
potential interest in Citycon, and, to the extent deemed necessary, assessed
possibilities of potential competing corporate transactions. Citycon has not
made any commitments that could limit the ability of the Board of Directors of
Citycon to act in relation to any such potential proposals. Based on its
analysis, and after considering other relevant factors, the Board of Directors
of Citycon concluded that at the time, there does not seem to be an alternative
transaction superior to the Tender Offer.
The Share Offer Price and the Option Offer Prices
The matters and factors considered by the Board of Directors of Citycon as being
material for the evaluation of the Tender Offer include, among others, the
following:
· the information and assumptions regarding the business operations and
financial condition of Citycon as at the date of this statement and their
expected future development, including an assessment of the expected risks,
uncertainties and opportunities related to the implementation and execution of
Citycon's current business plan;
· the premium being offered for the Shares;
· premia analysis in certain precedent tender offers and different valuation
approaches, especially discounted cash flow analysis and portfolio liquidation
analysis, included in valuations and analyzes made and commissioned by the Board
of Directors of Citycon as well as related discussions with the Company's
external financial advisor;
· the liquidity and historical trading price development of the Shares and the
fact that after the announcement of the Tender Offer, the Shares have been
traded on Nasdaq Helsinki at price levels slightly below the Share Offer Price;
· the potential for competing corporate transactions;
· transaction certainty, and that the conditions of the Tender Offer are
reasonable and customary;
· the fact that the Offeror as the largest shareholder currently holds in
aggregate over 59 percent of the issued and outstanding Shares and votes in the
Company; and
· the Fairness Opinion.
Given Citycon's Shares have consistently traded at a significant discount to its
net asset value (EPRA Net Tangible Assets, NTA) over an extended period of time,
the Board of Directors of Citycon has not regarded the Tender Offer in relation
to last reported EPRA NTA as a primary factor in its assessment.
The Board of Directors of Citycon has concluded that the relevant business
prospects of Citycon would provide opportunities for Citycon to develop its
business as an independent company for the benefit of Citycon and its
shareholders and option holders. The Board of Directors' assessment is in this
regard based on reasonable forward-looking estimates which nevertheless include
inherent risks and significant uncertainties. The Board of Directors also notes
the downgrades of the Company's credit ratings during the recent years and the
loss of its investment-grade credit rating in 2025, affecting the Company's
access to capital markets and both the availability and cost of financing in the
future. Taking into consideration the risks and uncertainties associated with a
stand-alone approach, particularly the macroeconomic environment, and the
uncertainty it causes for the short and medium term, as well as the terms and
conditions of the Tender Offer included in the Tender Offer Document, the Board
of Directors of Citycon has concluded that the Tender Offer is a favourable
alternative for the shareholders and option holders.
Ultimately, there can be no guarantee that not accepting the Tender Offer, or
any other alternative would, upon realization, deliver more value to the
shareholders of Citycon than accepting the Tender Offer. On the other hand, in
the Board of Directors' assessment, based on the Tender Offer Document, there
does not appear to be any specific uncertainties related to the completion of
the Tender Offer, considering that the Tender Offer is, and a mandatory public
tender offer may pursuant to the Finnish Securities Markets Act be, conditional
only on receipt of necessary regulatory approvals.
The Board of Directors of Citycon believes that the Share Offer Price is fair to
the shareholders and the Option Offer Prices are fair to the option holders
based on its assessment of the matters and factors, which the Board of Directors
of Citycon has concluded to be material in evaluating the Tender Offer. The
Board of Directors' view of the fair value of the Share is based on, in addition
to the other factors mentioned above, valuations and analyzes made of the
Company by applying different valuation methods as well as discussions with the
Company's financial advisor regarding the same. In addition, the Board of
Directors of Citycon notes the conclusions of the Fairness Opinion, according to
which the Share Offer Price offered to the shareholders of Citycon and the
Option Offer Prices offered to the option holders of Citycon are fair from a
financial point of view as at the date of the Fairness Opinion. In the Board of
Directors' view, the conclusions of the Fairness Opinion support the Board of
Directors' assessment that the Share Offer Price and the Option Offer Prices
offered can be considered fair from the perspective of the shareholders and
option holders of Citycon.
Financing of the Tender Offer
The Board notes that, pursuant to the Finnish Securities Markets Act, G City has
an obligation to ensure that it is able to pay the Share Offer Price and Option
Offer Prices offered under the Tender Offer in full.
The Board of Directors of Citycon has assessed the financing of the Tender Offer
based on the information presented in the Tender Offer Document and the stock
exchange releases published by G City regarding the Tender Offer.
According to the Tender Offer Document, the Tender Offer is fully financed by a
combination of cash funds available to the Offeror and debt financing provided
by an Israeli bank to the Offeror pursuant to a financing agreement. The
Offeror's obligation to complete the Tender Offer is not conditional upon
availability of debt financing. The debt financing has been committed subject to
the certain conditions normally used on the financial markets and described in
the Tender Offer Document.
Based on the information available to it, the Board of Directors of Citycon
believes that G City has secured necessary and adequate financing in sufficient
amounts in the forms of a combination of cash funds available to the Offeror and
debt financing in order to finance the Tender Offer at completion and compulsory
redemption proceedings, if any, as required under the Finnish Securities Markets
Act.
Conditions to Completion of the Tender Offer and Regulatory Approvals
The Board of Directors of Citycon has assessed the conditions to completion of
the Tender Offer and the necessary regulatory approvals for the Tender Offer
based on the information presented in the Tender Offer Document. The Board notes
that, pursuant to Chapter 11, Section 15 of the Finnish Securities Markets Act,
a mandatory tender offer may only be conditional on the receipt of necessary
regulatory approvals.
According to the Tender Offer Document, the obligation of the Offeror to
complete the Tender Offer is conditional upon the receipt of all necessary
regulatory approvals, permits and consents required under any applicable
competition laws or other regulatory laws in any jurisdiction for the completion
of the Tender Offer by the Offeror on or prior to the date of the Offeror's
announcement of the final result of the Tender Offer in accordance with Chapter
11, Section 18 of the Finnish Securities Markets Act. According to the Tender
Offer Document, the Offeror has identified Swedish foreign direct investment
clearance as the only necessary regulatory approval for the completion of the
Tender Offer. According to information published by the Offeror, the Offeror
expects to obtain such necessary regulatory approvals to complete the Tender
Offer during the first quarter of 2026, and the Offeror will use its reasonable
best efforts to obtain such regulatory approvals.
The Board of Directors of Citycon notes that it is not possible, based on the
information presented in the Tender Offer Document, to assess the risk of the
completion of the Tender Offer being subject to such regulatory or similar
approvals of which G City is not aware on the date of the Tender Offer Document.
According to the assessment of the Board of Directors of Citycon, there can be
no guarantee as to the receipt of any such approvals, should they be required.
However, the Board of Directors of Citycon notes that G City has undertaken to
comply with the Helsinki Takeover Code issued by the Finnish Securities Markets
Association pursuant to which G City shall, by the means at its disposal, strive
to determine the official approvals needed for the completion and execution of
the Tender Offer. If G City would have been unable to determine necessary
authority approvals and the requirements for obtaining them, this should also
have been stated in connection with the announcement of the Tender Offer
pursuant to the Helsinki Takeover Code.
Certain Other Factors Relevant for the Decision on Whether to Accept the Tender
Offer
The following addresses certain other factors which the Board of Directors of
Citycon considers as potentially relevant for the shareholders of Citycon when
deciding on whether to accept the Tender Offer. The factors addressed herein
should not be viewed as an exhaustive description of all factors that could
potentially impact the decision-making of the shareholders.
· The completion of the Tender Offer may be presumed to further increase G
City's shareholding and correspondingly to decrease the number of Citycon Shares
that would otherwise have been available for trading on Nasdaq Helsinki.
Depending on the number of shares validly tendered in the Tender Offer, this may
have an adverse effect on the liquidity and value of the Shares and negatively
impact the possibility of the shareholders to sell their Shares in a timely
manner or at a favorable price after the completion of the Tender Offer.
· The Offeror is the largest shareholder in Citycon, and as a result of the
share purchase made on 3 November 2025, G City's shareholding in Citycon
together with the Shares held by G City's fully owned subsidiary, Gazit Europe
Netherlands and Chaim Katzman, exceeded 50 per cent of the voting rights carried
by Shares in Citycon. G City is therefore a controlling shareholder in Citycon
and is in a position to significantly influence Citycon's business, including
its strategy, business plan and future M&A opportunities. There can be no
guarantee as to the effects G City's significant influence will have on
Citycon's business from the perspective of the other shareholders. It is also
possible that G City's significant influence would over time limit Citycon's
ability to operate as a fully independent listed company.
· Pursuant to the Finnish Companies Act (624/2006, as amended, the “Finnish
Companies Act”), a shareholder whose shares represent over half (1/2) of the
votes cast at a general meeting may decide upon all matters that are decided on
by a simple majority of votes cast. It is possible that G City could, as a
result of the Tender Offer, achieve a shareholding exceeding two-thirds (2/3)
of the voting rights carried by the Shares in Citycon. Pursuant to the Finnish
Companies Act, a shareholder whose shares represent at least two-thirds (2/3) of
the votes cast and shares represented at a general meeting may decide on, among
other things, directed share issuances, repurchases of shares, amendments to
Citycon's Articles of Association, mergers, demergers and the placement of
Citycon in voluntary liquidation. It is possible that G City could in practice
exercise such influence even if it held less than two-thirds (2/3) of the shares
and votes in Citycon, depending on the number of shares represented and votes
cast at general meetings from time to time.
· As is customary, Citycon's various financing agreements and other business
agreements contain or may contain provisions concerning a change of control in
Citycon. These provisions may result in an obligation to re-negotiate the
agreement in question or entitle Citycon's contracting counterparty to terminate
the agreement. If G City would, as a result of the Tender Offer, acquire a
shareholding in Citycon that would exceed a limit set out for a change of
control event in the financing agreements, this could result in the Company
having to re-negotiate financing or other agreements, in addition to which it is
possible that some of Citycon's contracting counterparties will terminate their
agreements with the Company. According to the assessment of the Board of
Directors of Citycon, the possible re-negotiation of financing and other
business agreements inherently involves risks, such as a potential cost
increases, which are difficult to assess as their probability depends on several
factors beyond the Company's control, such as the general market conditions and
the position of the Company's contracting counterparties.
· As the Offeror has acquired a shareholding in Citycon constituting a
controlling interest, no other party will be able to acquire a controlling
interest in Citycon without also acquiring all or some of the Shares held by G
City. According to the assessment of the Board of Directors of Citycon, this
could have an adverse effect on the willingness and possibilities of other
parties to make a public tender offer for the Shares in the future.
· Shareholders who accept the Tender Offer will not benefit from any potential
favorable development of the market price of the Shares and Citycon's business
in the future. Conversely, shareholders who accept the Tender Offer will also
not bear the risk of any potential negative development of the market price of
the Shares or Citycon's business in the future.
· Shareholders who do not accept the Tender Offer will not receive the Share
Offer Price of EUR 3.80 for each Share upon the completion of the Tender Offer.
If a shareholder who has not accepted the Tender Offer wishes to sell their
Shares, the shareholder would have to sell their Shares on the open market or
negotiate an alternative transaction regarding its Shares. Shareholders who do
not accept the Tender Offer will have opportunities, but also risks, relating to
the future development of the market price of the Shares and Citycon's business.
It is uncertain whether the market price of the Shares will increase or
decrease, or whether it will remain at its current level after the Tender Offer.
The Board of Directors of Citycon notes that after the announcement of the
Tender Offer, the Shares have been traded on Nasdaq Helsinki at price levels
below the Share Offer Price.
· Shareholders who accept the Tender Offer will receive payment for their
Shares only after the end of the offer period under the Tender Offer. Until
then, shareholders who accept the Tender Offer may not necessarily be able to
sell or otherwise dispose of their Shares. According to the Tender Offer
Document, the acceptances under the Tender Offer are binding and cannot be
withdrawn, unless otherwise provided under applicable law.
· If G City was to acquire further Shares within nine (9) months from the end
of the offer period under the Tender Offer on terms that are more favorable than
the Tender Offer, G City would pursuant to the Finnish Securities Markets Act be
obliged to compensate the difference to those Citycon shareholders who accepted
the Tender Offer. Such compensation would not be paid to those shareholders who
have not accepted the Tender Offer. Following the expiry of such nine-month
period, G City may acquire further Shares on terms more favorable than the
Tender Offer without an obligation to compensate the difference to those
shareholders who accepted the Tender Offer.
· Pursuant to the Finnish Companies Act, a shareholder that holds more than
nine-tenths (9/10) of the shares and votes in Citycon has the right to acquire
and, upon demand by other shareholders, also the obligation to redeem the Shares
held by the other shareholders. If G City's shareholding exceeds this threshold
after the completion of the Tender Offer, the Shares held by those Citycon
shareholders who have not accepted the Tender Offer may be redeemed by G City
through redemption proceedings in accordance with the Finnish Companies Act at
fair value determined in accordance therewith. Such fair value could be higher,
equal to or lower than the Share Offer Price.
Recommendation of the Board of Directors of Citycon: The Board of Directors Does
Recommend Accepting the Tender Offer
As described in this statement, the Board of Directors of Citycon has carefully
assessed the Tender Offer and its terms and conditions as a whole based on the
Tender Offer Document, the stock exchange releases published by G City regarding
the Tender Offer, the Fairness Opinion and other available information.
Based on the factors described in the foregoing, the Board of Directors of
Citycon considers that the Tender Offer and the amount of the Share Offer Price
and the Option Offer Prices are, under the prevailing circumstances, fair to
Citycon's shareholders and option holders. Given the above-mentioned viewpoints
the members of the Board of Directors of Citycon that participated in the
consideration and decision-making concerning the implications of the Tender
Offer unanimously recommend that the shareholders and option holders of Citycon
accept the Tender Offer.
Certain Other Matters
Of the members of the Board of Directors of Citycon Judah Angster, F. Scott
Ball, Alexandre Koifman, David Lukes, Per-Anders Ovin, Ljudmila Popova and Eero
Sihvonen have participated in the decision-making regarding this statement.
Before evaluating the Tender Offer each member of the Board of Directors of
Citycon has independently assessed and notified the Board of Directors of any
known connections to G City and/or the completion of the Tender Offer as well as
other matters that could either result in the member of the Board of Directors
being disqualified in the manner referred to in the Finnish Companies Act or
otherwise impact the ability of the member of the Board of Directors to
participate in the evaluation of the Tender Offer unconstrained by undue
influences.
Of the members of the Board of Directors of Citycon, Chaim Katzman, Keren Kalifa
and Adi Jemini, who are not independent from G City and who can be regarded as
having significant connections to G City, have not in any way participated in
the work of the Board of Directors regarding the Tender Offer.
This statement does not constitute and should not be construed as investment or
tax advice, and in this statement the Board of Directors of Citycon has not
specifically evaluated the general price development of the Shares or the risks
generally relating to the Shares. The Tender Offer may, as is common in such
transactions, involve unforeseeable risks. Shareholders and option holders of
Citycon must independently decide whether to accept the Tender Offer and, in
their decision-making, shareholders should consider all relevant information
available to them, including information presented in the Tender Offer Document
and this statement as well as any other factors affecting the value of the
Shares and Stock Options.
The Board of Directors of Citycon may amend or supplement this statement of so
required under applicable laws or regulations, or if there otherwise occurs a
material change in the circumstances relevant for this statement.
Deutsche Bank AG has acted as Citycon's financial advisor and Hannes Snellman
Attorneys Ltd as its legal advisor in connection with the Tender Offer.
Citycon has undertaken to follow the Helsinki Takeover Code issued by the
Finnish Securities Markets Association.
Citycon Oyj
The Board of Directors
Further information:
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.
Appendix
Fairness Opinion