On 24 May 2007 Yara Nederland B.V. (the "Offeror"), a wholly-owned subsidiary of Yara International ASA, purchased and the Republic of Finland sold 17,188,480 shares in Kemira GrowHow Oyj ("Kemira GrowHow") corresponding to approximately 30.05 percent of all the issued shares and votes in Kemira GrowHow. Consequently, Yara Nederland B.V. is obliged to make a public tender offer for the remaining shares in Kemira GrowHow (the "Tender Offer"). The Tender Offer is made for all shares issued by Kemira GrowHow that are not owned by Kemira GrowHow or any company belonging to the Kemira GrowHow group of companies.
The tender offer period commences at 9.30 (Finnish time) on 20 July 2007 and expires at 16.00 (Finnish time) on 7 September 2007 (the "Tender Offer Period"), unless the Tender Offer Period is extended according to the terms and conditions of the Tender Offer. The offer consideration for each Share in the Tender Offer is EUR 12.12 in cash provided that the Tender Offer has been validly approved according to the terms and conditions of this Tender Offer Document and that its acceptance has not been validly withdrawn (the "Offer Consideration"). Subject to the completion of the Tender Offer the Offeror will pay interest on the Offer Consideration at the rate of five (5) percent per annum from the date of receipt (excluding the date of receipt) of acceptance of the Tender Offer until the payment (including the date of payment) of the Offer Consideration.
Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders' register of Kemira GrowHow. The acceptance must be given in accordance with the instructions and within the time limits provided by the relevant book-entry account operator. Shareholders who do not receive such notification and instructions from their book-entry account operator or asset manager, can contact any branch office of Nordea Bank Finland Plc. ("Nordea") where such shareholders will receive all necessary information and can give their acceptance to the Tender Offer as regards the shares.
On 13 July 2007, the Finnish Financial Supervision Authority approved the Tender Offer Document. The Tender Offer Document will be available in Finnish and English as of 18 July 2007 at OMX way, at the address Fabianinkatu 14, FI-00130 Helsinki, at the offices of Nordea, and in Finnish electronically at the internet address www.nordea.fi/sijoita.
Yara International ASA
Board of Directors
|
Contact |
Torgeir Kvidal, Investor Relations
Telephone (+47) 24 15 72 95
Cellular (+47) 91 339 832
E-mail torgeir.kvidal@yara.com
Hamed Brodersen, Media Relations
Cellular (+47) 40 468 110
Yara International ASA is a leading chemical company that converts energy and nitrogen from the air into essential products for farmers and industrial customers. As the number one global supplier of mineral fertilizers and agronomic solutions, we help provide food for a growing world population. Our industrial product portfolio includes environmental protection agents that safeguard air and water purity and preserve food quality. Yara's global workforce of 7000 employees represents great diversity and talent enabling Yara to remain a leading performer in its industry.
DISCLAIMER
This stock exchange release must not be published, released or otherwise distributed in whole or in part in or into the United States, Canada, Japan or Australia. This stock exchange release is neither an offer to purchase nor a solicitation for an offer to sell shares, and the Tender Offer will not be made directly or indirectly in the United States, Canada, Japan or Australia or any other jurisdiction where such an offer would violate laws of that jurisdiction. This stock exchange release and tender offer will not and may not be distributed, forwarded or transmitted in any way, such as by post, fax, email or telephone, or in any other way to or from areas where it would violate the law.
ANNEX
TERMS AND CONDITIONS OF THE TENDER OFFER
Object of the Tender Offer
Pursuant to the terms and conditions of this Tender Offer, the Offeror offers to purchase all issued and outstanding shares in Kemira GrowHow which are not owned by Kemira GrowHow or its subsidiaries (the Shares).
Offer Consideration
The Offer Consideration for each Share in the Tender Offer is EUR 12.12 in cash provided that the Tender Offer has been validly approved according to the terms and conditions of this Tender Offer Document and that the acceptance has not been validly withdrawn.
The Offer Consideration has been determined on the basis that the number of Shares referred to section "Object of the Tender Offer" is 38,236,997. In the event the number of Shares is increased or Kemira GrowHow issues rights entitling to shares in Kemira GrowHow in accordance with Chapter 10 of the Companies Act prior to the Completion Date (as defined below under section "Conditions for the Completion of the Tender Offer"), otherwise than as a part of customary business, and the consideration paid to Kemira GrowHow for the Shares exceeding the above mentioned number of Shares is below the Offer Consideration, the Offeror has the right to adjust the Offer Consideration accordingly.
If a decision is made at the general meeting of shareholders of Kemira GrowHow prior to the Completion Date or at the Completion Date (as defined below under section " Conditions for the Completion of the Tender Offer) to distribute dividends or other assets in accordance with Chapter 13 Section 1 of the Companies Act, to which a shareholder who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution of assets per Share will be deducted from the Offer Consideration.
Interest Accrued on the Offer Consideration
Subject to the completion of the Tender Offer in accordance with these terms and conditions of the Tender Offer, the Offeror will pay interest on the Offer Consideration at the rate of five (5) percent per annum from the date of receipt (excluding the date of receipt) of acceptance of the Tender Offer in accordance with section "Tender Offer Acceptance Procedure" until the payment (including the date of payment) of the Offer Consideration in accordance with section "Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration" below.
A 365-day interest year is applied in the calculation of the interest accrued on the Offer Consideration. The interest is paid on the capital, which is the number of Shares sold by the shareholder to the Offeror on the Completion Date (as defined below in section "Conditions for the Completion of the Tender Offer") multiplied by the Offer Consideration. The interest accrued on the Offer Consideration shall be subject to withholding tax and, with respect to a non-resident of Finland for taxation purposes, subject to tax at source in accordance with section "Transfer Tax, Withholding Tax and Other Payments".
If the Tender Offer is not completed, interest accrued on the Offer Consideration will not be paid.
Tender Offer Period
The Tender Offer Period begins at 9.30 (Finnish time) on 20 July 2007 and expires at 16.00 (Finnish time) on 7 September 2007, during which period shareholders can accept the Tender Offer, if the Tender Offer Period is not extended or suspended as described below. The acceptance form concerning the acceptance of the Tender Offer must be received by the recipient, as described below under section "Tender Offer Acceptance Procedure", before the termination of the Tender Offer Period.
The Offeror may extend the Tender Offer Period at any time. The Offeror will announce a possible extension of the Tender Offer Period in a stock exchange release in connection with the notification of the preliminary outcome in accordance with section "Notification of Offer Outcome" below. Furthermore, the Offeror will announce any possible further extension of an already extended Tender Offer Period or an extension of a suspended Tender Offer Period at the latest on the last day of the Tender Offer Period.
The duration of the Tender Offer Period in its entirety may be ten (10) weeks at the most. However, if the conditions of the Tender Offer have not been fulfilled due to a particular obstacle as referred to in Standard 5.2.c of the Finnish Financial Supervision Authority, such as pending merger control proceedings, the Offeror may extend the duration of the Tender Offer Period beyond ten (10) weeks until such obstacles have been removed and the Offeror has had reasonable time to consider the situation in question. In this case the Offeror shall announce the new termination date at least two (2) weeks prior to the date of termination of the extended Tender Offer Period.
The Offeror may suspend the extended Tender Offer Period. The Offeror will announce the decision on the suspension of the extended Tender Offer Period as soon as possible after such decision has been taken and, in any case, no later than two (2) weeks prior to the end of the suspended Tender Offer Period. If the Offeror suspends the extended Tender Offer Period, the Tender Offer Period will end at an earlier time on a date announced by the Offeror.
Conditions for the Completion of the Tender Offer
A condition for the completion of the Tender Offer (hereinafter the "Conditions for Completion") is that the requirements set for the completion of the Tender Offer listed below are met on or by the date when the trades of Shares, as per the Tender Offer, are carried out as set forth below in section "Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration" (hereinafter the "Completion Date") or that the requirement for the fulfilment of all or some of them is waived by the Offeror:
- all necessary consents, approvals and actions from applicable antitrust or competition authorities for the completion of the Tender Offer have been obtained and no final and non-appealable order relating to consents, approvals or actions from applicable antitrust or competition authorities and preventing the completion of the Tender Offer shall have been issued by any court of competent jurisdiction.
The Offeror may, to the extent permitted by law, waive any of the aforementioned Conditions for Completion that are not fulfilled. If all Conditions for Completion have been fulfilled or the Offeror has waived the requirement for the fulfilment of all or some of them on the Completion Date at the latest, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the termination of the Tender Offer Period by purchasing the Shares and paying the Offer Consideration to the shareholders that have validly accepted the Tender Offer. A withdrawal of the Tender Offer due to unfulfilled conditions for the completion of the Tender Offer is subject to the Finnish Financial Supervision's exemption order.
The EC Commissions formal notification procedure divides into two phases. If the initial investigations of the Commission provide that the Share Purchase does not seem to be incompatible with the Community market, they approve it within the time limits set for Phase I. The Commission has 25 working days i.e. five (5) weeks from the date of notification to complete Phase I proceedings. If the Share Purchase moved to Phase II proceedings by the Commission, the notification procedure generally last a total of 115-160 working days.
If all Conditions for Completion have been fulfilled (or, to the extent permitted by law, the Offeror has waived the requirement for the fulfilment) during the Tender Offer Period, the Offeror will announce the aforementioned by means of a stock exchange release without delay. The Tender Offer will be completed after the termination of the Tender Offer Period in accordance with the section "Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration" below with respect to all Kemira GrowHow shareholders who have validly accepted the Tender Offer.
Increase and Compensation Obligation
The Offeror reserves the right to also acquire Shares during the Tender Offer Period in public trading on the Helsinki Stock Exchange.
Should the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act acquire Shares during the time between the arising of the tender offer obligation and the end of the Tender Offer Period at a higher price than the Offer Consideration or otherwise on better terms, the Offeror shall in accordance with Chapter 6, Section 13 of the Securities Markets Act amend the terms and conditions of this Tender Offer to correspond with the acquisition on such better terms (increase obligation). In this case the Offeror shall publish the increase obligation without delay and will pay the difference between this higher price and the Offer Consideration to those shareholders who have accepted the Tender Offer in connection with the completion of this Tender Offer.
Should the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act acquire Shares within nine (9) months from the termination of the Tender Offer Period at a higher price than the Offer Consideration or otherwise on better terms, the Offeror shall in accordance with Chapter 6, Section 13 of the Securities Markets Act pay the difference between this higher price and the Offer Consideration (compensation obligation). In this case the Offeror shall publish the compensation obligation without delay and will pay the difference between this higher price and the Offer Consideration within one (1) month from the date when the compensation obligation arose for those shareholders who have accepted the Tender Offer.
Tender Offer Acceptance Procedure
The Tender Offer may be accepted by a shareholder registered during the Tender Offer Period in Kemira GrowHow's shareholders' register. Kemira GrowHow shareholders providing an acceptance must have a cash account in a financial institution operating in Finland. Shareholders may only approve the Tender Offer unconditionally. Acceptance of the Tender Offer must be provided for each book-entry account. Acceptance of the Tender Offer applies to all Kemira GrowHow Shares that are in the book-entry accounts mentioned in the shareholder's acceptance form at the time of the completion trade of the Shares. An acceptance given within the Tender Offer Period is also valid until the end of an extended Tender Offer Period.
Most Finnish account operators will send a notice of the Tender Offer, instructions related thereto and an acceptance form to such Kemira GrowHow shareholders, which are customers of the account operator and registered in Kemira GrowHow's shareholders' register. Should any of Kemira GrowHow shareholder not receive instructions or an acceptance form from their account operator (e.g. the Finnish Central Securities Depository), the shareholders may contact any Nordea office, where such shareholders will receive all required information and may give their acceptance to the Tender Offer.
Kemira GrowHow shareholders whose Shares are nominee-registered and who wish to accept the Tender Offer must provide their acceptance in accordance with the instructions given by the administrator managing the nominee registration. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these Kemira GrowHow shareholders.
With respect to pledged Shares, acceptance of the Tender Offer requires the consent of the pledgee. Acquiring this con-sent is the responsibility of the Kemira GrowHow shareholder in question. The pledgee's consent must be delivered to the account operator in writing.
All Kemira GrowHow shareholders who accept the Tender Offer must complete, sign and return the acceptance form to the account operator that manages their book-entry account according to the instructions and within the time limit given by the account operator or, if the account operator in question will not receive the acceptance form (e.g. customers to the Finnish Central Securities Depository), to any Nordea office. The Offeror reserves the right to reject any acceptance forms that have been completed erroneously or deficiently.
The acceptance form must be delivered so that it will be received within the Tender Offer Period, however, taking into account instructions given by the account operator. An account operator may request a shareholder to deliver the acceptance form before the end of the Tender Offer Period. Shareholders can deliver the acceptance forms in the way they prefer at their own responsibility, and the acceptance form will be considered as delivered only when an account operator or Nordea has successfully received it.
By accepting the Tender Offer Kemira GrowHow's shareholders authorise Nordea or their account operator to enter into their book-entry account transfer restrictions or a sales reservation with respect to the Shares. Furthermore, share-holders who accept the Tender Offer authorise Nordea, or their account operator, to perform any other necessary en-tries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all Kemira GrowHow Shares held by the shareholder to the Offeror in accordance with the terms and conditions of the Tender Offer.
Those shareholders of Kemira GrowHow who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer are not permitted to sell or otherwise control the Shares they hold. The transfer restrictions or sales reservations will be entered into the shareholders book-entry account with respect to the Shares, in the way described below in section "Technical Completion of the Tender Offer", after the shareholder has delivered the acceptance form.
Withdrawal Rights
Acceptance of the Tender Offer is irrevocable and it cannot be withdrawn, unless the duration of the Tender Offer Period has exceeded ten (10) weeks. However, a shareholder may withdraw the acceptance in accordance with Chapter 6, Section 8 of the Securities Markets Act, should a competing tender offer be published by a third party during the Tender Offer Period.
Valid withdrawal of the acceptance of the Tender Offer requires that a withdrawal notification in writing is delivered within the Tender Offer Period to the account operator to whom the original Tender Offer acceptance notification was delivered.
For nominee-registered holdings, shareholders must instruct the administrator managing the nominee registration to deliver the cancellation notification. Account operators managing a book-entry account or an administrator of nominee registrations may charge the shareholder a cancellation fee according to their price lists and, in the case that a valid acceptance is cancelled, some account operators may charge separately for the registration of relevant entries regarding the acceptance and cancellation.
A shareholder who has withdrawn his or her acceptance of the Tender Offer may renew the acceptance of the Tender Offer within the Tender Offer Period in accordance with the procedure in section "Tender Offer Acceptance Procedure" above.
Technical Completion of the Tender Offer
When an account operator or Nordea has received an acceptance with respect to the Shares conforming with the terms and conditions of the Tender Offer, the account operator or Nordea will enter a sales reservation or a transfer restriction on the right of disposal in the said book-entry account. In connection with the completion transaction or the clearing of the Tender Offer, the sales reservation or the transfer restriction on the right of disposal will be revoked and a cash consideration will be paid to the shareholder.
If a competing tender offer is published by a third party during the Tender Offer Period and the shareholder exercises his or her right to withdraw the acceptance of the Tender Offer pursuant to Chapter 6 Section 8 of the Securities Mar-kets Act or the shareholder withdraws his or her acceptance in accordance with section "Withdrawal Rights" above, any sales reservations or restrictions on the right of disposal with respect to the Shares will be revoked within an estimated three (3) banking days of receipt of a cancellation notification. In such case, no compensation will be paid to share-holder.
Notification of Offer Outcome
The preliminary outcome of the Tender Offer will be notified by a stock exchange release on the banking day following the termination of the Tender Offer Period (estimate). In connection with the notification of the preliminary outcome, it will be notified whether the Tender Offer will be completed or the Tender Offer Period extended. The final outcome of the Tender Offer will be notified on or about the fifth (5th ) banking day following the end of the Tender Offer Period. In connection with the notification of the final outcome, the number of Kemira GrowHow Shares for which the Tender Offer has been accepted will be confirmed.
Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration
The Tender Offer will be completed with respect to all Kemira GrowHow's shareholders who have validly accepted the Tender Offer no later than on the fifth (5th) banking day following the end of the Tender Offer Period, i.e. preliminarily on 14 September 2007 (Completion Date). If possible, the completion trades will be executed on the Helsinki Stock Exchange. Otherwise, the completion trades of the Tender Offer will be made outside the Helsinki Stock Exchange. The completion trades will be settled on the third (3rd) banking day following the completion trades, i.e. preliminarily on 19 September 2007.
The Offer Consideration and interest accrued on the Offer Consideration will be paid to a Kemira GrowHow share-holder, who has validly accepted the Tender Offer, into the management account of a book-entry account, or if the Shares are nominee-registered, into the bank account defined in the acceptance form. The Offer Consideration will be paid on or about the third (3rd) banking day following the date of the completion trade. The accrued interest will be paid on or about the fifth (5th) banking day following the date of the completion trade. If the bank account of a Kemira GrowHow shareholder is at a different bank than the shareholders' book-entry account, the Offer Consideration and interest accrued on the Offer Consideration will be paid into such bank account at the latest on or about two (2) banking days later in accordance with the schedule for payment transactions between financial institutions.
The interest accrued on the Offer Consideration shall be subject to withholding tax and, with respect to a non-resident of Finland for taxation purposes, subject to tax at source in accordance with section "Transfer Tax, Withholding Tax and Other Payments" below.
Transfer of Title
Title to the Shares validly tendered in the Tender Offer will pass to the Offeror against payment of the Offer Consideration.
Transfer Tax, Withholding Tax and Other Payments
The Offeror shall be responsible for the Finnish transfer tax, if any, payable upon the approval of the Tender Offer, and shall pay the transfer tax, if any, in accordance with the provision of the Finnish Transfer Tax Act (931/1996, as amended) determining the date of payment of the tax.
The interest accrued on the Offer Consideration received by a Kemira GrowHow shareholder who is resident of Finland for taxation purposes shall be subject to withholding tax in accordance with the Finnish Withholding Tax Act (1118/1996, as amended). The tax treatment and preliminary taxation and withholding tax procedure applicable to the accrued interest payable on the Offer Consideration received by a Kemira GrowHow shareholder who is non-resident of Finland for taxation purposes shall be determined in accordance with the state of residence of the holder of the Shares.
Each Kemira GrowHow shareholder is liable for payments which, based on an agreement made with the shareholder, the account operator may charge and for the fees and commissions charged by account operators, custodians, administrators of nominee registered Shares or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of Shares.
The Offeror is liable for other customary costs related to the registration of entries in the book-entry system, the execution of trades pertaining to Shares in compliance with the Tender Offer, the payment of the Offer Consideration or the payment of the interest accrued on the Offer Consideration. Should a competing tender offer be published by a third party during the Tender Offer Period and should a shareholder withdraw his/her Tender Offer acceptance, some account operators may charge the shareholder separately for the registration of the relevant entries regarding the acceptance and cancellation.
Other Matters
The Tender Offer Document and the Tender Offer shall be governed by the laws of the Republic of Finland and any disputes pertaining thereto shall be settled exclusively in a Finnish court of law.
The Offeror reserves the right to amend the terms and conditions of this Tender Offer in accordance with Chapter 6, Section 7 of the Securities Markets Act.
Should a competing tender offer be published by a third party during the Tender Offer Period, the Offeror reserves the right to decide upon extension of the Tender Offer Period as stipulated in Chapter 6, Section 8 of the Securities Markets Act.
The Offeror will decide on all other matters related to the Tender Offer.
The Tender Offer is not being made in any other jurisdiction where prohibited by applicable law and this 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. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitations, facsimile transmission, telex, telephone or the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Japan or Australia. The Tender Offer cannot be accepted by any such use, means or instrumentality or from within the United States, Canada, Japan or Australia.