Tecnotree Corporation, Stock Exchange Release, February 4, 2026, 16:32 p.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.
As was announced on January 27, 2026, 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
Resilience Investment Holdings Ltd (the “Offeror”) 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 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”).
The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the tender offer document relating to the Tender Offer (the
“Tender Offer Document”). The offer period for the Tender Offer will commence on
February 5, 2026, at 9:30 a.m. (Finnish time) and expire on March 25, 2026, at
4:00 p.m. (Finnish time), unless the offer period is extended or any extended
offer period is discontinued as described in the terms and conditions of the
Tender Offer (the “Offer Period”). The Tender Offer is currently expected to be
completed during the second quarter of 2026. The Offeror will extend the Offer
Period in accordance with, and subject to, the terms and conditions of the
Tender Offer and applicable laws and regulations, to the extent necessary in
order to satisfy the conditions to completion of the Tender Offer, including,
among others, the receipt of the necessary regulatory approvals. Any possible
extension of the Offer Period will be announced by a press release.
The Finnish language version of the Tender Offer Document will be available on
the internet at www.tecnotree.julkinen-ostotarjous.fi as of February 4, 2026.
The English language translation of the Tender Offer Document will be available
on the internet at www.tecnotree.public-offer.fi as of February 4, 2026.
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 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 measure or
distribution.
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 issued its
statement on the Tender Offer on January 30, 2026, and it is 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
Advisory Oy (“EY”) on January 26, 2026. The complete fairness opinion is
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.
Ravichander has irrevocably undertaken to convert all 120 CCDs held by her into
3,069,960 new Shares in accordance with the terms and conditions of the CCDs and
the conversion notice delivered to Tecnotree on January 27, 2026, 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 1,151,235
new Shares in accordance with the terms and conditions of the CCDs and the
conversion notice delivered to Tecnotree on January 27, 2026, 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, 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 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 the
unpaid compulsory convertible debentures).
The Tender Offer may be accepted by a shareholder registered during the Offer
Period in the shareholders' register of Tecnotree, with the exception of
Tecnotree and its subsidiaries. Acceptance of the Tender Offer must be submitted
for each book‑entry account. A shareholder of Tecnotree submitting an acceptance
must have a cash account with a financial institution operating in Finland or
abroad. Shareholders may only approve the Tender Offer unconditionally and for
all Shares that are held on the book‑entry accounts mentioned in the acceptance
form at the time of the execution of the transaction with respect to the Shares
of such shareholder. Acceptances submitted during the Offer Period are valid
also until the expiration of an extended or discontinued extended Offer Period,
if any.
The Tender Offer may be accepted by a holder of Equity Securities covered by the
Tender Offer that is registered during the Offer Period in the relevant holder
register of Equity Securities. Evli will send a notification of the Tender
Offer, including instructions and, in the case of CCDs and Warrants, the
relevant acceptance form, to all such holders of relevant Equity Securities
Holders of relevant Equity Securities who do not receive such a notification
from Evli can contact Evli by sending an email to operations@evli.com.
Most Finnish account operators are expected to send a notice regarding the
Tender Offer and related instructions and an acceptance form to their customers
who are registered as shareholders in the shareholders' register of Tecnotree
maintained by Euroclear Finland Oy. Shareholders of Tecnotree who do not receive
such instructions or an acceptance form from their account operator should
primarily contact their account operator. Secondarily, shareholders of Tecnotree
can contact Evli by email at operations@evli.com or by telephone at +358 9
4766 9573 on weekdays between 9:00 a.m. (Finnish time) and 4:00 p.m. (Finnish
time), where such shareholders of Tecnotree can receive information for
submitting their acceptance.
Those shareholders of Tecnotree whose Shares are nominee‑registered and who wish
to accept the Tender Offer, must submit their acceptance in accordance with the
instructions given by the custodial nominee account holders. The Offeror will
not send an acceptance form or any other documents related to the Tender Offer
to these shareholders of Tecnotree.
If the Shares or Equity Securities held by a shareholder or a holder of Equity
Securities are pledged or otherwise subject to restrictions that prevent or
limit the acceptance, the acceptance of the Tender Offer may require the consent
of the pledgee or other beneficiary of such restriction. Acquiring the consent
is the responsibility of the relevant shareholder or holder of Equity Securities
of Tecnotree. The pledgee's or other beneficiary's consent must be delivered to
the account operator in writing.
A shareholder of Tecnotree who wishes to accept the Tender Offer must submit the
properly completed and duly executed acceptance form to the account operator
that manages the shareholder's book‑entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. The Offeror reserves the right to
reject any acceptances that have been submitted erroneously or deficiently. In
the event of a possible subsequent offer period, the acceptance form must be
submitted in such a manner that it is received during the subsequent offer
period, subject to and in accordance with the instructions of the relevant
account operator.
A holder of Equity Securities covered by the Tender Offer that is registered
during the Offer Period in the applicable holder register of Equity Securities
wishing to accept the Tender Offer shall submit a properly completed and duly
executed acceptance form (or acceptance in the case of Options) in accordance
with its instructions to Evli and within the time limit set by Evli. The
acceptance form (or acceptance in the case of Options) shall be submitted so
that it is received during the Offer Period or, if the Offer Period has been
extended, during such extended Offer Period, however, always in accordance with
the instructions of Evli. Holders of applicable Equity Securities submit
acceptances at their own risk. Any acceptance will be deemed submitted only when
actually received by Evli. The Offeror reserves the right to reject or approve,
in its sole discretion, any acceptances that have been submitted in an incorrect
or incomplete manner.
The preliminary result of the Tender Offer will be announced by a stock exchange
release on or about the first (1[st]) Finnish banking day following the
expiration of the Offer Period (including any extended and discontinued extended
Offer Period). In connection with the announcement of the preliminary result, it
will be announced whether the Tender Offer will be completed subject to the
Conditions to Completion continuing to be fulfilled on the date of the final
result announcement and whether the Offer Period will be extended. The final
result of the Tender Offer will be announced on or about the third (3[rd])
Finnish banking day following the expiration of the Offer Period (including any
extended and discontinued extended Offer Period). In connection with the
announcement of the final result, the percentage of the Shares and the Equity
Securities in respect of which the Tender Offer has been validly accepted and
not validly withdrawn will be confirmed.
The Offeror will announce the initial percentage of the Shares and Equity
Securities validly tendered during a possible subsequent offer period on or
about the first (1[st]) Finnish banking day following the expiry of the
subsequent offer period and the final percentage on or about the third (3[rd])
Finnish banking day following the expiry of the subsequent offer period.
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 reserve the
right to acquire Equity Securities before, during and/or after the Offer Period
(including any extension thereof) and any possible subsequent offer period.
The terms and conditions of the Tender Offer are enclosed in their entirety to
this release (Appendix 1).
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 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 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.
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.
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.
Appendix 1: Terms and Conditions of the Tender Offer