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2022-08-05
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PPG and tikkurila reach an agreement on the revised acquisition offer

ppg and tikkurila reach an agreement on the revised acquisition offer

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the body structure supplier selection work started on January 15 will inherit and develop the "main manufacturer supplier" model and "risk sharing and benefit sharing" The takeover offer from the cooperative position of PPG continued, the purchase price was raised

the major shareholders promised to sell shares to PPG

ppg and tikkurila announced that the two companies had reached a revised plan on the final merger agreement previously announced, amending the takeover offer of PPG to acquire all issued shares of tikkurila in the form of all cash. According to the amended agreement, the shareholders of tikkurila will receive 34.00 euros in cash per share from their shares sold, with a total transaction amount of about 1.52 billion euros, including debt and cash commitments

tikkurila received AkzoNobel's competitive offer on January 28, 2021, which prompted PPG to revise the tender offer. Tikkurila confirmed that before PPG issued an offer to acquire tikkurila in december2020, the company discussed with AkzoNobel about 10% of the weight of the traditional insulation layer as early as the beginning of the fourth quarter of 2020

based on PPG's revised acquisition offer, some major shareholders of tikkurila, who hold a total of about 29.34% equity, have unconditionally promised to sell their shares to PPG with the approval of relevant regulatory authorities

ppg's revised acquisition offer stipulates the upward range of the offer per share and the terms and conditions of other equity expansion, including:

compared with AkzoNobel's competitive offer, the premium is 8.8%, which maximizes the value of all shareholders of tikkurila

the transaction is expected to be completed as early as March 2021 or the beginning of the second quarter

the regulatory approval process is consistent with the expected completion time of the acquisition, which is much faster than the transaction schedule proposed by AkzoNobel, so that the transaction is expected to be completed before the business peak season of tikkur fly ash brick JC 239 ⑵ 001ila in the second and third quarters

in order to improve the certainty of the transaction, the acceptance threshold of the takeover offer was reduced from 90% to 66.7%, and additional regulatory commitments were provided in some aspects

tikkurila's overall structure will not be affected in any way, so as to provide a clearer and better future for tikkurila's business, employees and stakeholders, and ensure to avoid business interruption or business chaos caused by the need for divestiture of some tikkurila businesses, uncertainty in the regulatory process and the possible extension of the acquisition completion time in AkzoNobel's acquisition proposal

based on consideration of price, certainty, timing and stakeholders, tikkurila's board of directors has determined that the revised PPG offer is superior to AkzoNobel's competitive offer. Therefore, tikkurila's board of directors unanimously recommended tikkurila's shareholders to accept the revised PPG offer

"from the perspective of strategy and shareholder value creation, the acquisition of tikkurila is still an attractive opportunity for PPG. Our revised offer is based on our in-depth analysis of potential transaction synergies and our confidence in the value created by the merger of the two companies." Michael McGarry, chairman and CEO of PPG, said, "We thank tikkurila's board of directors for their assessment of integrity and fairness based on the acquisition offers of the two companies. They have come to the appropriate conclusion that the PPG's revised offer is obviously more advantageous, faster to complete, simpler to implement and more deterministic, and it is in the best interests of tikkurila and all its stakeholders, especially the interests of employees. We look forward to the merger of tikkurila and PPG into one company at the beginning of this year, so that Our customers, employees and communities can benefit. "

the tender offer for all shares has started on January 15 and is expected to be completed on March 15, unless extended due to PPG. PPG expects that the transaction will be completed as early as March 2021 or the beginning of the second quarter, depending on the customary closing conditions. Tikkurila has announced that the company's operating revenue will increase by 3% in 2020 to about 582million euros

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