CapMan Press Release 14 April 2014 at 8.30 EEST
Funds managed by CapMan announce public tender offer for all shares in Oral Hammaslääkärit Plc
Not for release or distribution, directly or indirectly, in the United States, Canada, Australia, New Zealand, South Africa, China, Hong Kong, Singapore, or Japan, or any other jurisdiction in which distribution or release would breach applicable law.
Renideo Holding Oy, a company wholly owned by Renideo Group Oy, a company controlled by funds managed by CapMan Plc, has on this date announced a public tender offer for all shares issued by Oral Hammaslääkärit Plc.
The full release issued today by the Offeror is attached to this press release. The release also contains strategic rationale and aims of the tender offer for funds managed by CapMan.
For further information, please contact:
Markus Sjöholm, Senior Partner, CapMan Buyout/ Chairman of the Board of Directors, Renideo Group Oy, tel. +358 405 080 121
Ben Wrede, Chairman of the Board of Directors, Oral Hammaslääkärit Plc, tel. +358 405 105 940
Martin Forss, Managing Director, Oral Hammaslääkärit Plc, tel. +358 407 796 266
CapMan www.capman.com
CapMan Buyout is the largest mid-market private equity team in the Nordic region, with 20 investment professionals in Finland, Norway and Sweden and 24 years of experience. The team has made a total of 77 investments and 56 exits and its tenth fund CapMan Buyout X is currently in active investment phase.
CapMan Buyout is part of CapMan Group, a leading private equity firm in the Nordic countries and Russia, with assets under management of EUR 3.1 billion. CapMan has five key investment partnerships – CapMan Buyout, CapMan Russia, CapMan Credit, CapMan Public Market and CapMan Real Estate – each of which has its own dedicated investment team and funds. Altogether, CapMan employs around 100 professionals in Helsinki, Stockholm, Oslo, Moscow and Luxembourg.
Attachment: the full release issued today by the Offeror
Release 14 April 2014 at 8.05
FUNDS MANAGED BY CAPMAN ANNOUNCE PUBLIC TENDER OFFER FOR ALL SHARES IN ORAL HAMMASLÄÄKÄRIT PLC
Not for release or distribution, directly or indirectly, in the United States, Canada, Australia, New Zealand, South Africa, China, Hong Kong, Singapore, or Japan, or any other jurisdiction in which distribution or release would breach applicable law.
Renideo Holding Oy (name change pending, company name Special Purpose Vehicle No. 224 Oy registered with the Trade Register on 14 April 2014) (“Offeror”), a company wholly owned by Renideo Group Oy (name change pending, company name Special Purpose Vehicle No. 223 Oy registered with the Trade Register on 14 April 2014) (“Offeror’s parent company”), a company controlled by funds managed by CapMan Plc (“Funds” or “CapMan”), has on this date announced a public tender offer (“Tender Offer”) for all shares issued by Oral Hammaslääkärit Plc (“Company” or “Oral”) that are not held by the Company or its subsidiaries (“Shares”).
The offer price payable under the Tender Offer for each validly tendered Share is EUR 6.40 in cash (“Offer Price”). The Offer Price represents a premium of (i) approximately 9.0 percent over the closing price of the Shares, EUR 5.87, on NASDAQ OMX Helsinki on the last trading day before the announcement of the Tender Offer, (ii) approximately 18.5 percent over the volume-weighted average price of the Shares, EUR 5.40, on NASDAQ OMX Helsinki in the six (6) months preceding the announcement of the Tender Offer, and (iii) approximately 25.7 percent over the volume-weighted average price of the Shares, EUR 5.09, on NASDAQ OMX Helsinki in the twelve (12) months preceding the announcement of the Tender Offer. Any dividend or other distribution of funds by Oral decided after the date of the announcement of the Tender Offer, which a shareholder who has accepted the Tender Offer is entitled to will be deducted from the Offer Price.
The acceptance period under the Tender Offer is expected to commence on or about 25 April 2014 and to expire on or about 15 May 2014, unless the acceptance period is extended.
Shareholders owning 45.47 percent of the shares and votes in Oral have given irrevocable and unconditional undertakings to accept the Tender Offer. In addition, shareholders (including Ilmarinen Mutual Pension Insurance Company), which combined represent 11.24 percent of the votes and shares in the Company, have confirmed that absent any higher bid for their Shares, they will support the Tender Offer.
At the time of issue of this release, the number of shares issued by Oral is 8,801,533. The Company holds none of its own shares.
The completion of the Tender Offer is subject to conditions including the Offeror gaining more than 90 percent of the issued shares and votes of Oral on a fully diluted basis and obtaining any requisite consent of the competition authorities, as well as no material adverse change taking place in the operations of Oral. The principal terms of the Tender Offer are described in the Annex below.
The Offeror intends to acquire all shares issued by Oral. In the event that the Offeror gains possession of more than 90 percent of all shares and votes in Oral, it intends to initiate a minority shareholding redemption procedure as provided for in the Finnish Companies Act to acquire the remaining Oral shares. The Offeror intends to apply for the delisting of the shares from NASDAQ OMX Helsinki as soon as the requirements for delisting are in place.
The Tender Offer and the Tender Offer document are governed by and construed under Finnish law and any disputes pertaining to these will be settled by a competent Finnish court.
The Offeror and the Offeror’s parent company have undertaken to comply with the recommendation for procedures to be complied with in takeover bids referred to in Chapter 11, section 28 of the Finnish Securities Markets Act (Takeover Code).
Ownership structure of Offeror’s parent company
The Offeror is a wholly owned subsidiary of the Offeror’s parent company. The shares in the Offeror’s parent company are held by the Funds (CapMan Buyout X Funds), which have a 60 percent holding in the Offeror, as well as by minority shareholders Atine Group AB and Nirali Holding Oy (date of incorporation 10 April 2014, registration pending) which combined hold 40 percent of the Offeror. Neither the Offeror, the Offeror’s parent company nor the Funds own any shares in Oral.
Atine Group AB is a wholly owned subsidiary of Atine Group Oy. At the date of this release, Atine Group Oy is the largest shareholder in Oral, holding 3,215,000 Shares which correspond to 36.53 percent of all Shares and related voting rights.
Nirali Holding Oy is a company controlled by Mr Juha Korhonen, who at the date of this release is one of the major shareholders in Oral. He holds 786,786 Shares corresponding to 8.94 percent of all Shares and related voting rights. Atine Group Oy and Mr Juha Korhonen have given the aforementioned irrevocable and unconditional undertaking to accept the Tender Offer (combined shareholding 4,001,786 Shares, equal to 45.47 percent of all Shares and related voting rights).
The Offeror envisions key Oral executives being offered, subsequent to completion of the Tender Offer, the option of taking a stake of approximately 15 percent in total in the Offeror’s parent company.
Strategic rationale and aims of Tender Offer
Growth potential in oral and dental care market. CapMan considers the oral and dental care market to offer Oral potential for growth in the long term. The private oral and dental care market has been growing at a rate of approximately 7 percent annually in recent years, and CapMan estimates annual growth in this market to average approximately 5 percent in the years 2014-2019.
The rate of growth of the private oral and dental care market is attributable both to the difficulties of public health care in responding to the volume of demand for services and to the increased demand for specialised dentistry services, the latter being driven by an ageing population, advances in dentistry, higher oral and dental health requirements, and increased purchasing power among the general public. The focus in care is shifting towards proactive and preventative care as awareness increases of the impacts of oral and dental health on overall health and chronic illnesses.
Opportunities for growth in fragmented markets through M&A. With over 1,400 providers nationwide, the oral and dental care services market in Finland is highly fragmented. In CapMan’s estimation, this gives Oral an excellent opportunity for continued growth through market consolidation and mergers and acquisitions.
Oral’s growth-oriented strategy is also supported by the growing prevalence of a chain-based approach in dentistry services provision. Underlying this development is the high average age of dentists (49.7 years), owing to which an increasing number of practices are coming on the market as their owners retire. At the same time, many younger dentists prefer to belong to a wider practice rather than to work as single practitioners. Moreover, investments in advanced technologies such as 3D imaging and the production of ceramic fillings require a user base of sufficient breadth in order to be profitable. The switchover to e-prescriptions is also contributing to the heightened interest among practitioners to join a larger chain.
Oral well positioned as Finland’s largest and most recognized dental care service chain. Oral is the largest chain of oral and dental care providers in Finland when measured by net sales, locations and dentists. According to surveys conducted by Innolink Research in 2012 and 2014, Oral is also the most recognized dental care provider in Finland. The Company enjoys very high customer satisfaction and customer loyalty, and the dentists at Oral also report a high degree of job satisfaction. Strong market standing, excellent recognition and a high degree of customer and employee satisfaction will enable full exploitation of the growth potential available in the market.
Growth through developing services. CapMan sees potential for supporting the growth of Oral by enhancing its range of oral hygienist services as well as its other products and services. CapMan estimates that the new enterprise resource planning system at Oral will improve service quality, enhance sales, expedite bookings and facilitate the work of the dentists. The system is equipped to handle the introduction of e-prescriptions taking place in 2014 as well as the electronic Patient Data Repository system to be rolled out in 2015.
Close cooperation with management and dental professionals. CapMan aims to be a strategic Finnish owner for Oral and to focus on growth and active ownership in order to build up the company together with management and the dental professionals working at Oral. In addition to management shareholding, a dedicated shareholding scheme for dentists is also being planned.
The Tender Offer will have no immediate impacts on the business or assets of Oral. The current understanding of the Offeror is that its strategic plans for Oral will not have any disadvantageous impacts on Oral’s employees or locations.
Process resulting in the Tender Offer and Combination Agreement
According to Oral the Tender Offer was preceded by a strategic process initiated by the Board of Directors of Oral in which the Company reserved selected Finnish and international parties an opportunity to make preliminary proposals for strategic arrangements, including offers for the shares of Oral. Oral assessed the proposals as well as the alternative to continue as a listed company. Oral judged the offer made by CapMan as most feasible for the shareholders of Oral and decided that further negotiations and allowing due diligence review of Oral was in the interest of the shareholders. The said negotiations resulted in the Offeror and Oral concluding the agreement on the Tender Offer process on 13 April 2014 (“Combination Agreement”). The Combination Agreement includes provisions on the terms and conditions of the Tender Offer, the related process and certain undertakings and warranties by the parties thereto. Summary of the Combination Agreement is included in the Tender Offer document to be published by the Offeror.
The Board of Directors of Oral (as prepared and presented by its independent members) have considered the Tender Offer and view it favourably. The Board of Directors of Oral (as prepared by its independent members) will conduct an overall assessment and issue in connection with the release of the Offeror’s Tender Offer document or immediately thereafter a formal written statement on the Tender Offer as required by to Chapter 11, section 13 of the Finnish Securities Markets Act. The Tender Offer document pertaining to this Tender Offer is expected to be released on or about 25 April 2014. In support of its upcoming statement, the Board of Directors of Oral has commissioned a Fairness Opinion from Ernst & Young Oy regarding the financial fairness of the Offer Price to all shareholders in the Company.
The Company will release its interim report for the period 1 January – 31 March 2014 on 25 April 2014 and as necessary, the Tender Offer document will immediately thereafter be supplemented with the interim report. However, at the date of this release, 14 April 2014, the Company issued a stock exchange release containing advance information on the interim report for the period 1 January – 31 March 2014.
Financing
The Offeror intends to finance the arrangement with equity investments and loans from the shareholders in the Offeror’s parent company as well as with a credit facility of EUR 33 million (“Credit Facility”) related to the Tender Offer and refinancing and working capital needs of the Company. The Mandate and Commitment Letter for the Credit Facility, enclosed with which is the Term Sheet outlining the principal terms of the Credit Facility, has been signed by Danske Bank A/S (“Credit Facility Documents”). Completion of the Credit Facility is subject to the finalization of the loan agreement pursuant to the Credit Facility Documents and the execution of the final loan agreement. Drawdown of the funds under the Credit Facility is subject to the satisfaction of customary market conditions.
Advisors
Deloitte Corporate Finance Oy is acting as financial advisor and Attorneys at Law Borenius Ltd as legal advisor to the Funds, the Offeror’s parent company and the Offeror in the Tender Offer.
Handelsbanken Capital Markets is acting as financial advisor and Merilampi Attorneys Ltd as legal advisor to Oral in the Tender Offer.
Renideo Group Oy Renideo Holding Oy
BOARD OF DIRECTORS BOARD OF DIRECTORS
For further information, please contact:
Mr Markus Sjöholm
Senior Partner, CapMan Buyout
Chairman of the Board of Directors, Renideo Group Oy
+358405080121
Mr Ben Wrede
Chairman of the Board of Directors, Oral Hammaslääkärit Plc
+358405105940
Mr Martin Forss
Managing Director, Oral Hammaslääkärit Plc
+358407796266
DISTRIBUTION
NASDAQ OMX Helsinki
Oral Hammaslääkärit Plc
CapMan Buyout (www.capman.fi)
CapMan Buyout is the largest mid-market private equity team in the Nordic region, with 20 investment professionals in Finland, Norway and Sweden and 24 years of experience. The team has made a total of 77 investments and 56 exits and its tenth fund CapMan Buyout X is currently in active investment phase.
CapMan Buyout is part of CapMan Group, a leading private equity firm in the Nordic countries and Russia, with assets under management of EUR 3.1 billion. CapMan has five key investment partnerships – CapMan Buyout, CapMan Russia, CapMan Credit, CapMan Public Market and CapMan Real Estate – each of which has its own dedicated investment team and funds. Altogether, CapMan employs around 100 professionals in Helsinki, Stockholm, Oslo, Moscow and Luxembourg.
Oral Hammaslääkärit Plc (www.oral.fi)
The Finnish Oral Hammaslääkärit Plc is the most renowned provider of dental care services in Finland (Innolink Research 2014). Consisting of more than 800 dental professionals, the Company had net sales of 59.7 million in 2013. Oral provides dental care services at 30 dental clinics all across Finland and also maintains its own dental laboratory.
Disclaimer
The Tender Offer is not being made and Shares will not be accepted for purchase from or on behalf of persons, directly or indirectly, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated in the Tender Offer document. This announcement, the Tender Offer document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction by any means including without limitation mail, facsimile transmission, e-mail, telephone or Internet. In particular, the Tender Offer is not being made to the United States, Canada, Australia, New Zealand, South Africa, China, Hong Kong, Singapore, or Japan.
ANNEX PRINCIPAL TERMS OF THE TENDER OFFER
The Tender Offer price will be 6.40 per Share paid in cash. The offer period is expected to commence on or about 25 April 2014 and to expire on or about 15 May 2014, unless the acceptance period is extended.
The completion of the Tender Offer through purchase of outstanding shares in Oral by the Offeror will be subject to satisfaction of each of the following conditions (“Closing Conditions”):
(a) the valid tender of Shares representing more than 90 percent of the issued and outstanding shares and votes of the Company on a fully diluted basis;
(b) the receipt of all necessary regulatory approvals, permits and consents, including without limitation competition clearances (if any), and that any conditions set in such permits, consents or clearances, including, but not limited to, any requirements for the disposal of any assets of the Offeror or the Company or any reorganization of the business of the Offeror or the Company, that are acceptable to the Offeror in that they are not materially adverse to the Offeror or the Company or to the consummation of the Tender Offer;
(c) no court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the completion of the Tender Offer or the exercise of the rights of ownership of Shares by the Offeror;
(d) the Combination Agreement not having been terminated and remaining in force;
(e) no event, circumstance or change having occurred after the date of the announcement of the Tender Offer that would result in or constitute a Material Adverse Change (as defined below);
(f) no decision to distribute dividends or other funds to its shareholders has been taken by the Company after the date of the announcement of the Tender Offer;
(g) the Offeror shall not have received information previously undisclosed to the Offeror that has resulted in or constituted a Material Adverse Change (as defined below);
(h) the external financing committed to the Offeror (or the Offeror’s Parent Company) for the purpose of the Tender Offer is still available to the Offeror (or the Offeror’s Parent Company) on the terms and conditions agreed, save for a situation when the financing becomes unavailable due to intentional breach by the Offeror (or the Offeror’s Parent Company) of the terms and conditions of such financing;
(i) the statement of the Board of Directors of the Company concerning the Tender Offer is in force and has not been modified or amended except to the extent so determined by the Board of Directors of the Company in order to fulfil its Fiduciary Duties;
(j) no Competing Offer (as defined below) has been made for the Shares.
“Material Adverse Change” means any divestment or reorganization of all or any material part of the assets of the Company or the Company or any of its subsidiaries becoming insolvent, subject to restructuring, bankruptcy or any other equivalent proceedings or if any legal proceedings or corporate action is taken by or against any of them in respect of any such proceedings or any material adverse change in, or material adverse effect to, the business, assets, financial condition or results of operations of the Company and its subsidiaries, taken as whole, but not material changes in the general financial and economic conditions affecting the financial markets in general.
“Competing Offer” means another public tender offer for the Company announced by a third party.
The Offeror reserves the right to withdraw the Tender Offer in the event that any of the Closing Conditions is or will not be satisfied. Subject to applicable laws and regulations, the Offeror may choose to waive a Closing Condition that has not been satisfied. If all Closing Conditions either have been satisfied or waived by the Offeror upon the expiration or suspension of the Offer Period or the Extended Offer Period, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the Offer Period and acquire the Shares by paying the Tender Price to the holders of Shares validly tendered and not validly withdrawn.
