Tecnotree Corporation, Public Tender Offer, January 30, 2026, 09:00 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.
On January 27, 2026, Resilience Investment Holdings Ltd (the “Offeror”)
announced that 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 (the “Ravichander”), had formed a consortium (the “Consortium”) to
make a voluntary recommended public cash tender offer through Offeror for all of
the issued and outstanding shares (the "Shares", each a "Share"), all the issued
fully paid compulsory convertible debentures (the "CCDs"), all the warrants
given in connection with the issue of CCDs, 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").
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. 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 since 2016. The Offeror is a private limited liability company
incorporated and existing under the laws of England and Wales that will be
controlled by the Consortium.
The Board of Directors of the Company, represented by a quorum comprising of the
non-conflicted members, has unanimously decided to issue the attached statement
regarding the Tender Offer as required by the Finnish Securities Markets Act
(746/2012, as amended).
The Board of Directors of Tecnotree
Corporation
Attachments
Statement of the Board of Directors of Tecnotree Corporation
Contact Information
Indiresh Vivekanada, CFO, Tecnotree
indiresh.vivekanada@tecnotree.com
+971 56 410 8357
Information about the Tender Offer is available at www.tecnotree.public-offer.fi
and
https://investors.tecnotree.com/en/tender_offer (https://eur02.safelinks.protecti
on.outlook.com/?url=https%3A%2F%2Finvestors.tecnotree.com%2Fen%2Ftender_offer&dat
a=05%7C02%7Csusanne.mattsson%40fondia.com%7C2a04ecc0ce0f48605fe208de5cf57a66%7Cfe
0537b25e454637bc291f98ae2f918d%7C0%7C0%7C639050406580475861%7CUnknown%7CTWFpbGZsb
3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIl
dUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=hQ3qqECKYOBXJ4KW%2Fwgn%2FRgjcXK7nK0sdjVC0Gws9Cg
%3D&reserved=0).
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.