Voluntary recommended public tender offer by Montana BidCo Ltd for all issued and outstanding shares in Nordic Lights Group Oyj



Important dates

  • 15 March 2023: Offer Period commences
  • 14 April 2023: Offer Period expires at the earliest (unless extended or discontinued)
  • 17 April 2023 (preliminary): Announcement of the preliminary result of the Tender Offer
  • 19 April 2023 (preliminary): Announcement of the final result of the Tender Offe
  •  On or about 20 April 2023 (preliminary): Payment of the Offer Price

    Montana BidCo Oy (“Montana” or the “Offeror”), that is indirectly wholly owned by Methode Electronics, Inc. (“Methode”), is making a voluntary recommended public cash tender offer for all of the issued and outstanding shares (the “Shares”) in Nordic Lights Group Oyj (“Nordic Lights Group” or the “Company”) that are not held by the Company or any of its subsidiaries (the “Tender Offer”).

    In the Tender Offer, the Company’s shareholders are being offered a cash consideration of EUR 6.30 for each Share validly tendered in the Tender Offer (the “Offer Price”). The Offer Price will be adjusted for certain corporate actions, if any, undertaken by Nordic Lights that impact share value or number of shares, such as dividend distributions or stock splits.

    The Board of Directors of Nordic Lights, represented by a quorum comprising the disinterested members of the Board of Directors, has unanimously agreed to recommend that the shareholders of Nordic Lights accept the Offer.

    Methode has obtained irrevocable undertakings to accept the Offer from shareholders in Nordic Lights who in aggregate hold approximately 56.5 percent of all the outstanding shares and votes in Nordic Lights. 


     

    Offer price

    The cash price offered per share is EUR 6.30, subject to any adjustments (the “Offer Price”). This represents a premium of approximately:
    • approximately 13.4 percent compared to the average price of EUR 5.56 for Nordic Lights' share on Nasdaq First North on February 27, 2023, being the last day of trading before the announcement of the Offer;
    • approximately 58.1 percent compared to the closing price of EUR 3.99 for Nordic Lights' share on Nasdaq First North on December 20, 2022, i.e. the last day of trading prior to Methode submitting its non-binding proposal to Nordic Lights
    • approximately 51.5 percent compared to the volume-weighted average trading price of EUR 4.16 for Nordic Lights' share on Nasdaq First North during the last three months before the announcement of the Offer; and
    • approximately 25.5 percent compared to the subscription price of EUR 5.02 for Nordic Lights' share in the initial public offering of Nordic Lights in connection with its listing to Nasdaq First North on July 5, 2022.
    Offer period

    The offer period for the Tender Offer commenced on March 15th, 2023 at 9:30 a.m. (Finnish time) and expires on April 14th, 2023 at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued in accordance with the terms and conditions of the Tender Offer (“Offer Period”).
    Conditions for the Tender Offer


    The obligation of the Offeror to complete the Tender Offer is subject to the condition that the tendered shares represent more than 90% of the outstanding shares and voting rights of Nordic Lights Group. Further, the Tender Offer is subject to a number of customary conditions. Please refer to the tender offer document and the marketing brochure for more information regarding the terms and conditions.

     

    Conditions for the Tender Offer

    The obligation of the Offeror to complete the Tender Offer is subject to the condition that the tendered shares represent more than 90% of the outstanding shares and voting rights of Nordic Lights Group. Further, the Tender Offer is subject to a number of customary conditions. Please refer to the tender offer document and the marketing brochure for more information regarding the terms and conditions.

    Acceptance procedure in short
    All shareholders should carry out the acceptance of the Tender Offer in accordance with instructions provided by their book-entry account operators. If you do not receive any such instructions, please contact your account operator or asset manager. All shareholders should accept the Tender Offer in accordance with instructions provided by their book-entry account operators. If you do not receive any such instructions, please contact your account operator or asset manager.

     

    In the event of further questions regarding the tender offer, please primarily contact your account operator or asset manager. Secondarily, you can contact nordiclights-offer@danskebank.com



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