Tecnotree Corporation, Inside Information, January 27, 2026, 8.55 a.m. EET
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 THIS TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
· Funds managed by Helios Investment Partners (“Helios”) together with Fitzroy
Investments Limited (“Fitzroy”) and the Chief Executive Officer (the “CEO”) of
Tecnotree Corporation (“Tecnotree” or the “Company”), Padma Ravichander
(“Ravichander”), have formed a consortium (the “Consortium”) to make a voluntary
recommended public cash tender offer through the Offeror (as defined below) for
all the issued and outstanding Shares (as defined below) and Equity Securities
(as defined below) in Tecnotree. Helios is a private investment firm based in
the United Kingdom, and Fitzroy is a private investment firm owned by Neil
Macleod, the Chair of the Board of Directors of Tecnotree, and Conrad Neil
Phoenix, a member of the Board of Directors of Tecnotree.
· Resilience Investment Holdings Ltd, a private limited company incorporated
and existing under the laws of England and Wales, that will be controlled by the
Consortium, (the “Offeror”) hereby announces a voluntary recommended public all
-cash tender offer for all the issued and outstanding shares (the “Shares” or,
individually, a “Share”), all the issued fully paid compulsory convertible
debentures (the “CCDs”), all the warrants given in connection with the issue of
CCDs (the “Warrants”), and all the issued and outstanding options (the
“Options,” and together with the CCDs and Warrants, the “Equity Securities”) in
Tecnotree that are not held by Tecnotree or any of its subsidiaries (the “Tender
Offer”).
· The price offered in the Tender Offer is EUR 5.70 per Share validly tendered
in the Tender Offer (the “Share Offer Price”), EUR 145,823.10 per CCD validly
tendered in the Tender Offer (the “CCD Offer Price”), EUR 100 per 100,000
Warrants validly tendered in the Tender Offer (the “Warrant Offer Price”), and
EUR 0.01 per 20 Options validly tendered in the Tender Offer (the “Option Offer
Price,” and together with the Share Offer Price, the CCD Offer Price and the
Warrant Offer Price, the “Offer Prices”).
· The Offeror and Tecnotree have on January 27, 2026, entered into a
combination agreement pursuant to which the Offeror makes the Tender Offer (the
“Combination Agreement”).
· Fitzroy and Ravichander have unconditionally and irrevocably undertaken to
contribute the Shares they own together with the CCDs they hold, with such CCDs
to be converted into new Shares, and for Ravichander also with the Warrants and
Options she holds, to the Offeror as described below under “Key Highlights and
Summary of the Tender Offer.”
· The Consortium believes that the Tender Offer provides a compelling
opportunity for shareholders and holders of Equity Securities to realize
immediate value and liquidity while enhancing Tecnotree's strategic flexibility.
Key Highlights and Summary of the Tender Offer
· On January 27, 2026, the Offeror and Tecnotree entered into the Combination
Agreement pursuant to which the Offeror will make the Tender Offer for all of
the Shares and Equity Securities in Tecnotree. Helios, Fitzroy and Ravichander
have formed the Consortium for the purposes of the Tender Offer, which will
control the Offeror following the completion of the Tender Offer.
· The Offeror offers EUR 5.70 in cash for each Share validly tendered in the
Tender Offer, EUR 145,823.10 in cash for each CCD validly tendered in the Tender
Offer, EUR 100 in cash per 100,000 Warrants validly tendered in the Tender Offer
and EUR 0.01 per 20 Options validly tendered in the Tender Offer, subject to any
adjustments as described below under “Tender Offer in Brief—Offer Price.”
· The Share Offer Price represents a premium of:
· 42.5 percent compared to EUR 4.00, the closing price of the Share on Nasdaq
Helsinki Ltd (“Nasdaq Helsinki”) on January 26, 2026, the last trading day
immediately preceding the announcement of the Tender Offer;
· 39.0 percent compared to EUR 4.10, the one-month volume weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer;
· 31.0 percent compared to EUR 4.35, the three-month volume weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer; and
· 36.6 percent compared to EUR 4.17, the twelve-month volume weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer.
· The total equity value of the Tender Offer, including Shares and Equity
Securities, is approximately EUR 131 million.
· Ravichander has irrevocably undertaken to convert all 120 CCDs held by her
into new Shares in accordance with the terms and conditions of the CCDs promptly
after the announcement of the Tender Offer by delivering a conversion notice on
the date of this announcement and to contribute all such newly issued Shares
together with her existing 1,967,814 Shares (representing 100 percent of
Ravichander's shareholding in Tecnotree), all 15,000,000 Warrants held by her
and all 15,000,000 Options held by her to the Offeror. Fitzroy has irrevocably
undertaken to convert 45 CCDs held by it into new Shares in accordance with the
terms and conditions of the CCDs promptly after the announcement of the Tender
Offer by delivering a conversion notice on the date of this announcement and to
contribute all such newly issued Shares together with its existing 3,074,650
Shares (representing 100 percent of Fitzroy's shareholding in Tecnotree) to the
Offeror.
· Luminos Sun Holding Limited has irrevocably undertaken to accept the Tender
Offer in respect of all Shares and Equity Securities held by it.
· The Offeror has received undertakings to support the Tender Offer as
follows:
1.
a. Fitzroy's and Ravichander's undertakings to contribute their holdings to
the Offeror received represent:
i. approximately 43.6 percent of all the Shares, including 4,221,195 new
Shares from converting the CCDs held by Ravichander and Fitzroy; and
ii. approximately 40.4 percent of all the Shares, including 5,909,673 new
Shares from converting all outstanding CCDs assuming that the conversion notices
are delivered on the date of this announcement.
b. Irrevocable undertaking to tender its holdings in the Tender Offer
received from Luminos represents:
i. approximately 6.8 percent of all the Shares, including 4,221,195 new
Shares from converting the CCDs held by Ravichander and Fitzroy; and
ii. approximately 6.3 percent of all the Shares, including 5,909,673 new
Shares from converting all outstanding CCDs assuming that the conversion notices
are delivered on the date of this announcement.
c. Undertakings received from Fitzroy and Ravichander together with the
irrevocable undertaking from Luminos represent, in aggregate:
i. approximately 50.4 percent of all the Shares, including 4,221,195 new
Shares from converting the CCDs held by Ravichander and Fitzroy; and
ii. approximately 46.7 percent of all the Shares, including 5,909,673 new
Shares from converting all outstanding CCDs assuming that the conversion notices
are delivered on the date of this announcement.
· The Board of Directors of Tecnotree, represented by a quorum comprising the
non-conflicted members of the Board of Directors, has unanimously decided to
recommend that the shareholders of Tecnotree and holders of Equity Securities
accept the Tender Offer. The recommendation is supported by a fairness opinion
provided by EY Advisory Oy (“EY”).
· The completion of the Tender Offer is not expected to have any immediate
material effects on the business operations, assets, or the position of the
management or employees, of Tecnotree. However, as is customary, the Offeror
intends to change the composition of the Board of Directors of Tecnotree after
the completion of the Tender Offer, and may, without prejudice to the foregoing,
assess the possibility of transferring the Company's registered office.
· The Offeror has secured the required financing for the Tender Offer and for
the potential compulsory redemption proceedings in accordance with the Finnish
Companies Act (624/2006, as amended, the “Finnish Companies Act”). The Offeror's
obligation to complete the Tender Offer is not conditional upon availability of
financing.
· The Offeror expects to publish a tender offer document (the “Tender Offer
Document”) with detailed information on the Tender Offer on or about February 5,
2026. The offer period is expected to commence on or about February 5, 2026, and
to expire on or about March 25, 2026, unless the Offeror extends the offer
period in order to satisfy the conditions to completion of the Tender Offer,
including, among others, receipt of all necessary regulatory approvals. The
Tender Offer is currently expected to be completed during the second quarter of
2026.
· The Tender Offer is conditional upon the satisfaction or waiver by the
Offeror of certain customary conditions on or prior to the Offeror's
announcement of the final results of the Tender Offer including, among others,
that all necessary approvals by any regulatory authorities have been received
(or where applicable, the relevant waiting periods have expired) and the Offeror
having gained control of 90 percent of the Shares and voting rights in Tecnotree
calculated on a diluted basis to include the CCDs on an as-converted basis
(i.e., excluding any unpaid compulsory convertible debentures).
Commenting on the Tender Offer, Tope Lawani, Managing Partner, Member of
Executive and Investment Committee of Helios:
“We are delighted to announce the Tender Offer for Tecnotree's Shares and Equity
Securities. We look forward to partnering with Tecnotree and its CEO, Padma
Ravichander, to support the Company's continued growth and operational execution
in a private setting. Helios brings deep expertise in building and scaling
technology platforms in emerging markets, where Tecnotree benefits from strong
and sustained growth opportunities. We firmly believe that Helios, alongside the
other Consortium members, is uniquely positioned to support Tecnotree's next
phase of development. For Tecnotree's shareholders and holders of Equity
Securities, the Consortium views this Tender Offer as a compelling opportunity
to realize immediate liquidity and value at a meaningful premium.”
Commenting on the Tender Offer, Jyoti Desai, Vice Chair of the Board of
Directors of Tecnotree, representing the quorum comprising the non-conflicted
members of the Board of Directors:
“Over a year ago the Board of Directors undertook an extensive review process to
evaluate the financing options for its ambitious growth plan. As part of that
process, the Board of Directors explored a number of strategic options, whilst
also considering the local market dynamic of the shares trading at a significant
discount to fair value due to devaluation of the US Dollar against the Euro, as
well as frontier and emerging market exposure. The Board of Directors believes
that this Tender Offer allows the Company to continue its existing and current
relationships with the existing customers while providing an attractive
liquidity event for all shareholders and holders of Equity Securities.
Tecnotree has a long track record in key emerging and frontier markets across
the globe, which carry with them an inherent higher level of volatility. Helios
also has a long track record in these markets, and as a partner will provide
more stability for our customers and our employees.”
Commenting on the Tender Offer, Johan Hammarén, member of the Board of Directors
of Tecnotree, representing the quorum comprising the non-conflicted members of
the Board of Directors:
“As one of the members of the ad-hoc Board of Directors committee established to
assess this transaction, I have carefully evaluated the Tender Offer from the
perspective of all shareholders and holders of Equity Securities. After thorough
consideration of Tecnotree's strategic position, market valuation challenges and
available alternatives, I believe this Tender Offer represents an attractive
opportunity for shareholders and holders of Equity Securities to realize value
at a meaningful premium. Helios's proven track record in emerging markets and
their commitment to supporting Tecnotree's operational execution positions the
Company well for its next phase.”
About the Consortium
Helios is a leading Africa-focused private investment firm, providing investment
advice to funds and other investment vehicles with assets in excess of USD 3.6
billion across private equity, permanent capital, climate and venture capital.
Its portfolio companies operate in over 35 countries across the African
continent, enabling it to drive transformative growth in diverse industries.
Helios's approach is underpinned by a highly engaged portfolio operations team
of sector experts and functional specialists who support the growth of its
companies. Helios combines world-class investment skills, deep portfolio
operations capability, and strong, diverse local and global networks. The Helios
team has a deep understanding of the emerging markets investment environment,
supported by an extensive network of contacts and a rigorous investment
discipline gained from extensive private equity and credit experience in both
developed and emerging markets, making it partner of choice for multinational
corporations.
Fitzroy is a London-based private equity investor with a history as an active
shareholder of Tecnotree, marked by long-term ownership and involvement on
Tecnotree's Board of Directors, including serving as Chair and as a member of
the Board of Directors. As at the date of this announcement, Fitzroy is the
largest shareholder of Tecnotree and holds approximately 18.1 percent of the
outstanding Shares in Tecnotree and is also the holder of 45 CCDs.
Ravichander is the current CEO of Tecnotree and a long-term shareholder, having
been employed by Tecnotree for over 14 years and serving as CEO for the past
nine years. As at the date of this announcement, she is the second largest
shareholder of Tecnotree and holds approximately 11.6 percent of the outstanding
Shares in Tecnotree and is also the holder of 120 CCDs, 15,000,000 Warrants and
15,000,000 Options.
Helios, Fitzroy and Ravichander formed the Consortium for the purposes of the
Tender Offer. As at the date of this announcement, the Offeror, a private
limited company incorporated and existing under the laws of England and Wales,
is indirectly wholly-owned by the entities comprising Helios Investors V fund.
It is expected that after the completion of the Tender Offer and the cash and
equity investments to be made by the Consortium members, as applicable, Helios
will own approximately 60 percent, Fitzroy approximately 18 percent and
Ravichander approximately 22 percent of the shares in the Offeror.
About Tecnotree
Tecnotree is a global provider of IT solutions for the management of services,
products, customers and revenue for Communications Service Providers. Tecnotree
helps customers to monetize and transform their business towards a marketplace
of digital services. Together with its customers, Tecnotree empowers people to
self-serve, engage and take control of their own digital life. Tecnotree is
listed on the Official List of Nasdaq Helsinki.
Background and Strategic Rationale for the Tender Offer
The Consortium is convinced that the acquisition of Tecnotree by the Consortium
would yield considerable operational and strategic advantages, thus enabling
Tecnotree to achieve its full potential. The Consortium's familiarity with
Tecnotree and the markets in which it operates underpin its view that Tecnotree
(i) is favorably positioned in a large, growing and fragmented market, (ii) has
a market-leading and innovative product offering proposition that attracts and
retains a high-quality customer base, (iii) has a competitive advantage due to
its global footprint and extensive network across both emerging and developed
markets, and (iv) has the potential to deliver strong growth and sustainable
unit economics in both developed and emerging markets.
Given Helios's deep experience in emerging markets and in scaling technology
companies in Africa, the Consortium believes it represents an ideal partner for
Tecnotree and its management team. The Consortium's objectives include
accelerating the growth of Tecnotree, increasing its profitability and scaling
its operations by leveraging Helios's expertise, including (i) introducing key
new customer accounts via the Helios network, (ii) strengthening the sales,
delivery and support personnel capabilities on the African continent, and (iii)
investing in product development to further strengthen innovation, information
technology and operational capabilities. Further, Fitzroy has developed
substantial business knowledge and experience regarding both the industry in
which Tecnotree operates and Tecnotree itself, which will be indispensable in
contributing to the aimed successful expansion and growth of Tecnotree's
business. In addition, Ravichander has developed a deep understanding of
Tecnotree's business operations, its key markets and its most significant
customers. The achievement of Tecnotree's business plan objectives will be
heavily dependent on Ravichander's ongoing leadership of and involvement in
Tecnotree after the completion of the Tender Offer.
The Consortium strongly believes that Tecnotree can create more value in a
private setting, given that Tecnotree would be able to operate without the
increasing regulatory, reporting and cost burdens associated with a public
listing, allowing management to focus entirely on operations, customers and long
-term value creation. Delisting would also provide a more flexible environment
for employees and management to execute the strategy, pursue more ambitious
growth investments, and take on initiatives that may carry higher short-term
risk but offer greater long-term upside than is typically feasible in the public
markets. A delisting of Tecnotree by the Consortium would also result in an
ownership group familiar with the dynamics of the markets in which Tecnotree
operates.
The Consortium believes this Tender Offer provides a compelling opportunity for
shareholders and holders of Equity Securities to realize immediate value and
liquidity while enhancing Tecnotree's strategic flexibility. The completion of
the Tender Offer is not expected to have any immediate material effects on the
business operations or assets, the position of the management or employees, or
the business locations of Tecnotree. However, as is customary, the Offeror
intends to change the composition of the Board of Directors of Tecnotree after
the completion of the Tender Offer, and may, without prejudice to the foregoing,
assess the possibility of transferring the Company's registered office.
Tender Offer in Brief
The Offeror and Tecnotree have, on January 27, 2026, entered into the
Combination Agreement pursuant to which the Offeror will make the Tender Offer.
A summary of the Combination Agreement has been provided below under “—The
Combination Agreement.”
The Offeror and Tecnotree have undertaken to comply with the Helsinki Takeover
Code issued by the Finnish Securities Market Association (the “Helsinki Takeover
Code”).
As at the date of this announcement, Tecnotree has a total of 17,053,250 issued
Shares, of which 17,016,693 are outstanding Shares and 36,557 are held in
treasury, 231 CCDs, all of which are outstanding, 23,100,000 Warrants, and
18,153,850 Options, all of which are outstanding. As at the date of this
announcement, neither the Offeror nor Helios hold any Shares or Equity
Securities. Fitzroy holds 3,074,650 Shares in Tecnotree (representing
approximately 18.1 percent of the outstanding Shares in Tecnotree), and 45 CCDs.
Ravichander holds 1,967,814 Shares in Tecnotree (representing approximately 11.6
percent of the outstanding Shares in Tecnotree), 120 CCDs, 15,000,000 Warrants
and 15,000,000 Options. Ravichander has irrevocably undertaken to convert all
120 CCDs held by her into new Shares in accordance with the terms and conditions
of the CCDs promptly after the announcement of the Tender Offer by delivering a
conversion notice on the date of this announcement, and Fitzroy has irrevocably
undertaken to convert 45 CCDs held by it into new Shares in accordance with the
terms and conditions of the CCDs promptly after the announcement of the Tender
Offer by delivering a conversion notice on the date of this announcement.
The Offeror and members of the Consortium reserve the right to buy Shares
before, during and/or after the offer period (including any extension thereof
and any subsequent offer period) in public trading on Nasdaq Helsinki or
otherwise. In addition, the Offeror and members of the Consortium reserves the
right to acquire Equity Securities before, during and/or after the offer period
(including any extension thereof and any subsequent offer period).
As of the date of this announcement, the subscription price for the 200
compulsory convertible debentures to which Fitzroy holds subscription rights,
remains unpaid, and the conditions for issuing the warrants linked to these CCDs
have not been satisfied. As a result, the Tender Offer is not extended to any of
these.
Offer Prices
The Share Offer Price is EUR 5.70 in cash for each Share validly tendered in the
Tender Offer, subject to any adjustments as set out below.
The Share Offer Price represents a premium of:
· 42.5 percent compared to EUR 4.00, the closing price of the Share on Nasdaq
Helsinki on January 26, 2026, the last trading day immediately preceding the
announcement of the Tender Offer;
· 39.0 percent compared to EUR 4.10, the one-month volume weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer;
· 31.0 percent compared to EUR 4.35, the three-month volume weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer; and
· 36.6 percent compared to EUR 4.17, the twelve-month volume weighted average
trading price of the Share on Nasdaq Helsinki immediately preceding the
announcement of the Tender Offer.
The price offered for each CCD validly tendered in the Tender Offer is EUR
145,823.10 in cash, the price offered for Warrants validly tendered in the
Tender Offer is EUR 100 in cash per 100,000 Warrants and the price offered for
Options validly tendered in the Tender Offer is EUR 0.01 in cash per 20 Options.
The Share Offer Price has been determined based on 17,016,693 outstanding Shares
(i.e., excluding treasury shares). The CCD Offer Price has been determined based
on 231 CCDs. The Warrant Offer Price has been determined based on 23,100,000
Warrants given and outstanding. The Option Offer Price has been determined based
on 18,153,850 outstanding Options. Should the Company, other than through (i)
the conversion of the CCDs, or (ii) the exercise of the Warrants or the Options,
change the number outstanding Shares and/or Equity Securities that are issued
and outstanding on the date of the Combination Agreement as a result of a new
share or equity issue, reclassification, stock split (including a reverse
split), amendment of terms and conditions, or any other similar transaction or
action with dilutive effect, or should the Company distribute a dividend or
otherwise distribute funds or any other assets to its shareholders or pay
interest (except for the interest on the CCDs) or make any other payment to the
holders of Equity Securities, or if a record or payment date with respect to any
of the foregoing occurs prior to the completion of the Tender Offer, the Offer
Prices payable by the Offeror shall be adjusted accordingly on a euro-for-euro
basis to account for such dilutive measure or distribution.
Offer Period
The offer period under the Tender Offer is expected to commence on or about
February 5, 2026, and to expire on or about March 25, 2026. 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, in order to satisfy the conditions to completion of the Tender
Offer, including, among others, the receipt of all necessary approvals, permits,
consents, clearances or other actions, including without limitation approvals
necessary under applicable foreign direct investment laws, (or, where
applicable, the expiry of relevant waiting periods) by any competition
authorities or other regulatory authorities necessary under any applicable
competition laws or other regulatory laws in any jurisdiction for the completion
of the Tender Offer. The Tender Offer is currently expected to be completed
during the second quarter of 2026.
The detailed terms and conditions of the Tender Offer as well as instructions on
how to accept the Tender Offer will be included in the Tender Offer Document,
which the Offeror expects to publish on or about February 5, 2026.
Recommendation from the Board of Directors of Tecnotree
The Board of Directors of Tecnotree, represented by a quorum comprising the non
-conflicted members of the Board of Directors, has unanimously decided to
recommend that the shareholders and holders of Equity Securities of Tecnotree
accept the Tender Offer. The Board of Directors of Tecnotree will issue its
statement on the Tender Offer before the publication of the Tender Offer
Document and it will be included in the Tender Offer Document. The
recommendation is supported by a fairness opinion provided to the Board of
Directors of Tecnotree by its financial adviser EY on January 26, 2026. The
complete fairness opinion will be attached to the statement of the Board of
Directors of Tecnotree.
The Chair of the Board of Directors of Tecnotree, Neil Macleod, and a member of
the Board of Directors, Conrad Neil Phoenix, have not participated in any
assessment or review of the implications of the Tender Offer by the Board of
Directors of Tecnotree or in any decision-making concerning the recommendation
of the Board of Directors of Tecnotree or the Combination Agreement.
Support by Certain Major Shareholders of Tecnotree
Ravichander has irrevocably undertaken to convert all 120 CCDs held by her into
new Shares in accordance with the terms and conditions of the CCDs promptly
after the announcement of the Tender Offer by delivering a conversion notice on
the date of this announcement and to contribute all such newly issued Shares
together with her existing 1,967,814 Shares (representing 100 percent of
Ravichander's shareholding in Tecnotree), all 15,000,000 Warrants held by her
and all 15,000,000 Options held by her to the Offeror.
Fitzroy has irrevocably undertaken to convert 45 CCDs held by it into new Shares
in accordance with the terms and conditions of the CCDs promptly after the
announcement of the Tender Offer by delivering a conversion notice on the date
of this announcement and to contribute all such newly issued Shares together
with its existing 3,074,650 Shares (representing 100 percent of Fitzroy's
shareholding in Tecnotree) to the Offeror.
These undertakings of Ravichander and Fitzroy may be terminated if (i) the
Consortium members unanimously so agree in writing, (ii) the Tender Offer lapses
or is withdrawn, or (iii) a competing tender offer in relation to the Company is
declared unconditional, recommended by the Board of Directors of the Company,
and becomes effective in all respects.
Luminos Sun Holding Limited, that holds approximately 8.4 percent of the
outstanding Shares, has irrevocably undertaken to accept the Tender Offer in
respect of all 1,434,229 Shares, one CCD and 2,100,000 Warrants held by it and
any future holdings, subject to certain customary conditions. This irrevocable
undertaking automatically terminates in the event that the Offeror withdraws or
terminates the Tender Offer, or in the event the Tender Offer lapses and is not
completed.
The Offeror has received undertakings to support the Tender Offer as follows:
a. Fitzroy's and Ravichander's undertakings to contribute their holdings to the
Offeror received represent:
1.
1.
i. approximately 43.6 percent of all the Shares, including 4,221,195 new
Shares from converting the CCDs held by Ravichander and Fitzroy; and
ii. approximately 40.4 percent of all the Shares, including 5,909,673 new
Shares from converting all outstanding CCDs assuming that the conversion notices
are delivered on the date of this announcement.
b. Irrevocable undertaking to tender their holdings in the Tender Offer
received from Luminos represents:
1.
1.
i. approximately 6.8 percent of all the Shares, including 4,221,195 new
Shares from converting the CCDs held by Ravichander and Fitzroy; and
ii. approximately 6.3 percent of all the Shares, including 5,909,673 new
Shares from converting all outstanding CCDs assuming that the conversion notices
are delivered on the date of this announcement.
c. Undertakings received from Fitzroy and Ravichander together with the
irrevocable undertaking from Luminos represent, in aggregate:
1.
1.
i. approximately 50.4 percent of all the Shares, including 4,221,195 new
Shares from converting the CCDs held by Ravichander and Fitzroy; and
ii. approximately 46.7 percent of all the Shares, including 5,909,673 new
Shares from converting all outstanding CCDs assuming that the conversion notices
are delivered on the date of this announcement.
Conditions to Completion of the Tender Offer
The obligation of the Offeror to accept for payment the validly tendered Shares
and Equity Securities, which have not been withdrawn in accordance with the
terms and conditions of the Tender Offer, and to complete the Tender Offer, are
subject to the fulfilment or, to the extent permitted by applicable law, waiver
by the Offeror of the following conditions (the “Conditions to Completion”) on
or by 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 Market
Act (746/2012, as amended, the “Finnish Securities Market Act”):
a. the Tender Offer has been validly accepted with respect to Shares and CCDs
representing, together with the Shares and CCDs to be contributed by Fitzroy and
Ravichander to the Offeror and any other Shares or CCDs otherwise acquired by
the Offeror prior to the date of the Offeror's announcement of the final result
of the Tender Offer, more than ninety (90) percent of the Shares and voting
rights in the Company, calculated on a diluted basis to include the CCDs on an
as-converted basis;
b. the receipt of all necessary regulatory approvals, permits, clearances and
consents, including without limitation approvals necessary under applicable
foreign direct investment laws, competition clearances (or, where applicable,
the expiry of relevant waiting periods) necessary under applicable competition
laws or other regulatory laws in any jurisdiction for the completion of the
Tender Offer;
c. no material adverse change has occurred after the announcement of the Tender
Offer;
d. the Offeror has not received information after the announcement of the
Tender Offer that constitutes or results in a material adverse change;
e. no legislation or other regulation has been issued and no court or
regulatory authority of competent jurisdiction has given a decision or issued
any regulatory action that would wholly or in any material part prevent,
postpone or frustrate the completion of the Tender Offer;
f. the Board of Directors of Tecnotree has issued the recommendation and the
recommendation remains in full force and effect and has not been withdrawn,
modified, cancelled, or amended (excluding, however, any technical modification
or change of the recommendation required under applicable laws or the Helsinki
Takeover Code as a result of a competing offer or otherwise so long as the
recommendation to accept the Tender Offer is upheld); and
g. the Combination Agreement has not been terminated and remains in full force
and effect.
The Conditions to Completion set out above are exhaustive. The Offeror may only
invoke any of the Conditions to Completion so as to cause the Tender Offer not
to proceed, to lapse or to be withdrawn if the circumstances which give rise to
the right to invoke the relevant Condition to Completion have a significant
meaning to the Offeror in view of the Tender Offer, as referred to in the
regulations and guidelines 9/2013 (Takeover bids and mandatory bids), as may be
amended or re-enacted from time to time, issued by the Finnish Financial
Supervisory Authority. The Offeror reserves the right to waive, to the extent
permitted by applicable laws and regulations, any of the Conditions to
Completion that have not been fulfilled. If all Conditions to Completion have
been fulfilled or the Offeror has waived the requirements for the fulfilment of
all or some of them no later than at the time of announcement of the final
results of the Tender Offer, the Offeror will consummate the Tender Offer in
accordance with its terms and conditions after the expiration of the offer
period by purchasing the Shares and Equity Securities validly tendered in the
Tender Offer and paying the respective Offer Prices to the shareholders and
holders of Equity Securities that have validly accepted the Tender Offer in
accordance with the terms and conditions of the Tender Offer.
Regulatory Approvals
The Offeror will, as soon as practically possible, make all submissions,
notifications and filings (or, where applicable, draft notifications) necessary
to obtain all necessary regulatory approvals, permits, clearances and consents,
including without limitation approvals necessary under applicable foreign direct
investment laws and merger control clearances (or, where applicable, the expiry
of relevant waiting periods) necessary under applicable competition laws or
other laws in any jurisdiction for the completion of the Tender Offer.
Based on currently available information, the Offeror expects to obtain such
necessary regulatory approvals, permits, clearances and consents and to complete
the Tender Offer during the second quarter of 2026. The Offeror will use its
reasonable best efforts to obtain such regulatory approvals. However, the length
and outcome of the regulatory clearance process is not within the control of the
Offeror, and there can be no assurances that clearance will be obtained within
the estimated timeframe, or at all. However, the Offeror does not anticipate
that there would be any material substantive issues with respect to obtaining
any such regulatory approvals.
Financing
The Offeror has received equity commitments from Helios funds, as evidenced in
an equity commitment letter addressed to the Offeror, to fully finance the
Tender Offer, including any ensuing squeeze-out proceedings.
The Offeror's obligation to complete the Tender Offer is not conditional upon
availability of financing (assuming that all the Conditions to Completion are
otherwise satisfied or waived by the Offeror).
Future Plans Concerning the Shares and the Equity Securities
The Offeror intends to acquire all the Shares and Equity Securities. If, as a
result of the completion of the Tender Offer, including any potential
conversions of CCDs or exercise of Warrants by the Offeror, the Offeror's
ownership has exceeded 90 percent of all the Shares and votes in the Company as
referred to under Chapter 18 Section 1 of the Finnish Companies Act:
a. the Offeror will commence as soon as reasonably possible the compulsory
redemption proceedings in accordance with the Finnish Companies Act for all the
Shares not purchased pursuant to the Tender Offer;
b. the Board of Directors of Tecnotree will set a time period during which
holders of CCDs and Warrants who have not accepted the Tender Offer, may convert
their CCDs into Shares or exercise their Warrants to subscribe for Shares, as
applicable, in accordance with the terms and conditions of the CCDs and
Warrants. After the expiration of such period, no right to convert CCDs or
exercise Warrants shall exist anymore; and
c. the Option holders will be given a possibility to use their right of Share
subscription by virtue of the Options, within a period of time determined by the
Board of Directors of Tecnotree, or the Option holder will have an equal
obligation to that of the shareholders to transfer their Options to the Offeror.
Thereafter, the Offeror will apply for the Shares to be delisted from Nasdaq
Helsinki, as soon as permitted and reasonably practicable under the applicable
laws and regulations and the rules of Nasdaq Helsinki.
The Offeror reserves the right to waive any of the Conditions to Completion that
have not been fulfilled or are expected not to be fulfilled, including to
consummate the Tender Offer at a lower acceptance level or otherwise despite the
non-fulfillment of some of the Conditions to Completion. The Offeror has not
taken any decisions on any potential waiver of any of the Conditions to
Completion or relating to any transactions or actions that could be undertaken
following the completion of the Tender Offer.
The Combination Agreement
The Combination Agreement between Tecnotree and the Offeror sets forth the
principal terms under which the Offeror will make the Tender Offer.
In the Combination Agreement, the Board of Directors of Tecnotree has
irrevocably and unconditionally consented to the transfer of the CCDs and
Warrants to the Offeror in connection with the Tender Offer, as required under
their respective terms and conditions.
Under the Combination Agreement, the Board of Directors of Tecnotree may at any
time prior to the completion of the Tender Offer withdraw, modify, cancel or
amend the recommendation and take actions contradictory to the recommendation
(including by way of deciding not to issue the recommendation) if, and only if,
the Board of Directors of Tecnotree determines in good faith due to an effect
occurring after the date of the Combination Agreement or an effect occurring
prior to the date of the Combination Agreement of which the Board of Directors
of Tecnotree was not aware (having made, prior to the date of the Combination
Agreement, reasonable enquiries of the members of the management board) as at
the date of the Combination Agreement, after receiving written advice from its
reputable external legal counsel and financial advisor(s) and after informing
the Offeror (without any obligation to adhere to the possible views expressed by
the Offeror on the basis of such information and it being understood that such
information undertaking is fulfilled if reasonable efforts to inform the Offeror
have been taken by the Company in a situation where the Offeror is not
available), that such withdrawal, modification, cancellation or amendment of the
recommendation or contrary action is required for the Board of Directors of
Tecnotree to comply with its mandatory fiduciary duties towards the holders of
the Shares and Equity Securities under Finnish laws and regulations. In the
event of a competing offer or a competing proposal, the Board of Directors of
Tecnotree may withdraw, modify, cancel or amend or take actions contradictory to
the recommendation (including deciding not to issue the recommendation) if, and
only if, it determines in good faith, after receiving written advice from its
reputable external legal counsel and financial advisor(s), that the competing
offer or competing proposal is superior from a financial point of view to the
Tender Offer (including to the extent enhanced, as described below) and
considered as a whole (including, for example, the form of the consideration,
the identity of the competing offeror, other terms and conditions than the
consideration (whether indicative or not), the availability and certainty of
financing in accordance with the requirement of the Finnish Securities Markets
Act, and regulatory aspects and capability of being completed) and any other
factors considered as relevant by the Board of Directors of the Company (it
being understood, however, that the Board of Directors shall under no
circumstances be required to consider factors that could be regarded as contrary
to good securities markets practice or contrary to the fiduciary duties of the
Board of Directors) and that therefore it would no longer be in the best
interest of the holders of the Shares and the Equity Securities to accept the
Tender Offer, and such withdrawal, modification, cancellation or amendment or
contrary action of the recommendation is required for the Board of Directors of
the Company to comply with its fiduciary duties. In the event of a competing
offer or a competing proposal, the Board of Directors of the Company may not
withdraw, modify, cancel or amend or take actions contradictory to the
recommendation unless it has (i) complied with its obligations in the
Combination Agreement to not solicitate competing transactions, (ii) notified
the Offeror of the Company's receipt of the competing offer or the competing
proposal with reasonably detailed information about the competing offer or
competing proposal (including the identity of the competing offeror, pricing,
and other material terms and conditions, as well as any material revisions
related thereto), (iii) in good faith provided the Offeror with an opportunity
to negotiate with the Board of Directors of the Company about matters arising
from the competing offer or competing proposal and (iv) given the Offeror at
least ten (10) business days from the date of publishing the competing offer or
from the date of the Offeror having been informed in writing of a serious
competing proposal and its material terms (or of any material revisions thereto)
to enhance its Tender Offer pursuant to the Combination Agreement.
The Company shall, and shall cause its affiliated entities, officers, directors,
employees and their respective affiliates and representatives to, (a) not to,
directly or indirectly, solicit, encourage, facilitate, promote, participate in
any negotiations, provide information with respect to the group to any person in
connection with, or otherwise cooperate in any manner with, any competing offer
or inquiry or proposal for such offer or for any other transaction, including,
without limitation, any sale, spin-off or other transfer of all or any material
portion of the group's assets or businesses, whether through a public tender
offer or by sale or transfer of assets, sale of shares, reorganization or
merger, transfer of employees in a hiring action by a third party (other than
the Offeror or its representatives) or otherwise, or any other similar corporate
transaction that could constitute or result in any competing transaction or
otherwise prevent, harm, delay or hinder the completion of the Tender Offer, (b)
cease and cause to be terminated any possible discussions, negotiations or other
activities related to any competing proposal conducted prior to the signing date
of the Combination Agreement, and (c) not to, upon receipt of a competing
proposal, directly or indirectly, facilitate or promote the progress of such
competing proposal, unless the Board of Directors of the Company determines in
good faith, after receiving written advice from its reputable external legal
counsel and financial advisor(s), that such measures are required in order for
the Board of Directors of the Company to comply with its fiduciary duties, and
provided that the Company complies with certain procedures about matters arising
from such competing proposal.
The Combination Agreement includes certain customary representations, warranties
and undertakings by both parties, such as conduct of the Company and each of its
subsidiaries' business in all material respects in the ordinary course of
business consistent with past practice until the date of the settlements of the
completion trades with respect to the Shares and date of acquisition of the
Equity Securities tendered in the Tender Offer or the termination of the
Combination Agreement in accordance with its terms and use of reasonable best
efforts by the parties to do or cause to be done all reasonably required actions
and to assist and cooperate with the other party in doing all the things
necessary or advisable to consummate the Tender Offer and the transactions
contemplated by the Combination Agreement.
The Combination Agreement may be terminated and the transactions contemplated in
the Combination Agreement abandoned by the Company or the Offeror in certain
circumstances, including, among others, if a final, non-appealable injunction or
other order issued by any court of competent jurisdiction or other final, non
-appealable legal restraint or prohibition preventing the consummation of the
Tender Offer has taken effect after the date of the Combination Agreement and
continues to be in effect, or upon a material breach of any of the warranties or
undertakings given by the Company or the Offeror.
The Combination Agreement does not include a termination fee or a break-up fee.
Advisors
The Offeror has appointed DNB Carnegie Investment Bank AB, Finland Branch (“DNB
Carnegie”) as financial advisor, Evli Plc (“Evli”) as arranger in relation to
the Tender Offer, White & Case LLP as legal advisor, and Burson Finland Oy
(“Burson”) as communication advisor in connection with the Tender Offer. Fitzroy
and Ravichander have appointed Bird & Bird Attorneys Ltd as their legal advisor
in connection with the Tender Offer. Tecnotree has appointed Bridewell Partners
Limited (“Bridewell”) and EY as financial advisors and Fondia Plc as legal
advisor in connection with the Tender Offer.
Media and Investor Briefing
A webcast briefing for Tecnotree's shareholders and holders of Equity
Securities, analysts and representatives of the media on the Tender Offer will
take place on Tuesday 27 January at 11:00 (Finnish time). Link to the webcast:
https://zoom.us/j/94064059287 (https://urldefense.com/v3/__https:/zoom.us/j/94064
059287__;!!IfJP2Nwhk5Z0yJ43lA!KJBYl6QVgvlr4iqc0JIx5Q9RkU24Z4WZPn3DMQp4ZXnpQ_mxfsz
oxSwze3JTYDtdUnzO7fDbgf5xPn78NzvFU7yMLgNfze3esqQ$)
Media and Investor Enquiries, the Consortium
Juho Erkheikki, Burson
juho.erkheikki@bursonglobal.com
+358 50 413 4583
Media and Investor Enquiries, Helios
Robert Yates, Teneo
heliosmedia@teneo.com
Media and Investor Enquiries, Tecnotree
Indiresh Vivekanada, CFO, Tecnotree
indiresh.vivekanada@tecnotree.com
+971 56 410 8357
Information about the Tender Offer is made available on or about January 27,
2026, at www.tecnotree.public-offer.fi.
For administrative questions regarding the Tender Offer, please contact your
bank or nominee where you have your Shares registered.
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 BUY OR THE SOLICITATION OF AN OFFER TO SELL 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 EQUITY SECURITIES 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 THE TENDER OFFER OR ACCEPTANCE
THEREOF 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 LAW.
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 RELEASE HAD BEEN
PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders and Holders of Equity Securities of Tecnotree in
the United States
The Tender Offer will be made for the issued and outstanding Shares and Equity
Securities in Tecnotree, which is domiciled in Finland, and is subject to
Finnish disclosure and procedural requirements. The Tender Offer is made in the
United States in compliance with Section 14(e) of the U.S. Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the applicable rules and
regulations promulgated thereunder, including Regulation 14E (in each case,
subject to any exemptions or relief therefrom, if applicable) 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 of the United States. Shareholders in the United States are advised
that neither the Shares nor the Equity Securities are listed on a U.S.
securities exchange and that Tecnotree is not subject to the periodic reporting
requirements of 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 is made to Tecnotree's shareholders resident in the United
States on the same terms and conditions as those made to all other shareholders
of Tecnotree to whom an offer is made. Any information documents, including this
release, are being disseminated to U.S. shareholders on a basis comparable to
the method that such documents are provided to Tecnotree's other shareholders.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its broker's affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this release and during the pendency of the Tender Offer, and other than
pursuant to the Tender Offer and combination, directly or indirectly, purchase
or arrange to purchase, the Shares, the Equity Securities or any securities that
are convertible into, exchangeable for or exercisable for such Shares or Equity
Securities. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. 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 stock exchange or
press release or other means reasonably calculated to inform U.S. shareholders
of Tecnotree of such information. In addition, the financial advisers to the
Offeror may also engage in ordinary course trading activities in securities of
Tecnotree, 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 this
release. 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
Equity Securities 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 and/or Equity Securities is urged to
consult its independent professional adviser immediately regarding the tax
consequences of accepting the Tender Offer.
It may be difficult for Tecnotree's shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws since the
Offeror and Tecnotree 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. Tecnotree's shareholders may not be able to sue the Offeror or
Tecnotree 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 Tecnotree 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,” “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
DNB Carnegie Investment Bank AB, which is authorized and regulated by the
Swedish Financial Supervisory Authority (Finansinspektionen), is acting through
its Finland Branch (i.e., DNB Carnegie). DNB Carnegie is authorized by the
Swedish Financial Supervisory Authority and subject to limited regulation by the
Finnish Financial Supervisory Authority (Finanssivalvonta). DNB Carnegie is
acting exclusively for the Offeror and no one else in connection with the Tender
Offer and the matters set out in this announcement. Neither DNB Carnegie nor its
affiliates, nor their respective partners, directors, officers, employees or
agents are responsible to anyone other than the Offeror for providing the
protections afforded to clients of DNB Carnegie, or for giving advice in
connection with the Tender Offer or any matter or arrangement referred to in
this announcement.
Evli, which is under the supervision of the Finnish Financial Supervisory
Authority, is acting as arranger in relation to the Tender Offer, will not
regard any other person than the Offeror as its client in relation to the Tender
Offer and will not be responsible to anyone other than the Offeror for providing
protection afforded to clients of Evli or for providing advice in relation to
the Tender Offer.
Bridewell (FRN:1009682) is an Appointed Representative of Sturgeon Ventures LLP
(FRN: 452811) which is authorized and regulated by the Financial Conduct
Authority. Bridewell is acting as financial adviser exclusively for the Company
and no one else in connection with the Tender Offer and the matters set out in
this announcement. Bridewell is not responsible to anyone other than the Company
for providing the protections afforded to its clients, or for giving advice in
connection with the Tender Offer or any matter or arrangement referred to in
this announcement.
EY is acting as financial adviser to the Company and no one else in connection
with the Tender Offer and the matters set out in this announcement. Neither EY,
nor its affiliates will regard any other person as its client in relation to the
Tender Offer and the matters set out in this announcement and will not be
responsible to anyone other than the Company for providing the protection
afforded to clients of EY, nor for providing advice in relation to the Tender
Offer or the other matters referred to in this announcement. However, in order
to promote full and open view the following is brought to your attention. EY is
a member of the global network of EY entities (“EY Firms”), where each member is
a separate and independent entity but co-operates with other EY Firms based on
contractual arrangements. EY Firm located in another country has performed due
diligence work for the Offeror at earlier stage. The teams or EY entities are
separate and have no interaction and due to confidentiality reasons, we do not
have any insight into their assignment or work, nor do we see any conflict of
interest in this situation due to effective Chinese-wall arrangement.