CAVERION BOARD UNANIMOUSLY RECOMMENDS CRAYFISH BIDCO OY'S TENDER OFFER

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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED "IMPORTANT INFORMATION" BELOW.

HELSINKI, April 5, 2023 /PRNewswire/ -- On 10 January 2023, Crayfish BidCo Oy (the "Offeror"), a Finnish private limited liability company indirectly controlled by the entities comprising Triton Fund V (together "Triton"), announced a voluntary public cash tender offer for all the issued and outstanding shares in Caverion Corporation ("Caverion" or the "Company") that are not held by Caverion or any of its subsidiaries (the "Shares" or, individually, a "Share") (the "Triton Offer"). The offer price under the Triton Offer, as adjusted, is EUR 8.75 for each Share validly tendered in the Triton Offer (the "Triton Offer Price"). The Offeror has published a tender offer document, dated 7 March 2023 and supplemented on 14 March 2023 and 4 April 2023, concerning the Triton Offer (as supplemented from time to time, the "Tender Offer Document"). The acceptance period under the Triton Offer commenced on 8 March 2023 at 9:30 a.m. (Finnish time) and expires on 17 May 2023 at 4:00 p.m. (Finnish time), unless the acceptance period is extended or discontinued (the "Offer Period").

KEY HIGHLIGHTS           

• The Board of Directors of Caverion (the "Caverion Board") has unanimously decided to recommend that the holders of the Shares accept the Triton Offer and to withdraw its recommendation for the competing pending voluntary public tender offer for all the Shares by North Holdings 3 Oy, an acquisition vehicle controlled by the consortium led by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates ("Bain Capital") (the "Bain Capital Offer").           
• The Caverion Board has also decided to terminate the combination agreement between Caverion and North Holdings 3 Oy relating to the Bain Capital Offer.           
• The Caverion Board has concluded that the terms of the Triton Offer, including the Triton Offer Price, are fair to the Caverion shareholders and more favorable compared to the Bain Capital Offer. In its assessment, the Caverion Board considered multiple factors, including the Triton Offer Price, which the Caverion Board finds sufficiently higher than the alternative considerations offered under the Bain Capital Offer, and the deal deliverability improvements brought about by both the conditional purchases of Shares agreed by the Offeror and the minimum acceptance threshold of more than two-thirds (2/3) of all Shares under the Triton Offer.           
• The Offeror and Caverion have today entered into a cooperation agreement (the "Cooperation Agreement") pursuant to which the Offeror and Caverion will cooperate to facilitate the completion of the Triton Offer, including with respect to making all required regulatory filings with the relevant competition and other authorities and obtaining all necessary clearances and approvals in connection with such filings.

RECOMMENDATION BY THE BOARD OF DIRECTORS OF CAVERION

As announced by Caverion on 23 March 2023, the Caverion Board expected to withdraw its recommendation for the Bain Capital Offer and instead recommend the Triton Offer, unless Bain Capital presented an offer that is at least equally favorable to the shareholders of Caverion as the Triton Offer no later than on 4 April 2023, which is when North Holdings 3 Oy's right-to-match period expired under the combination agreement between North Holdings 3 Oy and Caverion. With no improvements having been announced to the terms of the Bain Capital Offer, the Caverion Board has today terminated the combination agreement with North Holdings 3 Oy and decided to withdraw its recommendation for the Bain Capital Offer and instead unanimously recommend that the holders of the Shares accept the Triton Offer.

The Caverion Board compared the Triton Offer Price with the considerations offered by Bain Capital (as adjusted), i.e. the EUR 7.80 per Share cash offer price payable in connection with completion of the Bain Capital Offer and the nominal principal amount of EUR 8.30 per Share of the alternative debt instrument that would become payable nine months after completion of the Bain Capital Offer. In comparing the two competing tender offers as a whole, including from financial and deliverability points of view and also taking into account anticipated timing and regulatory aspects, the economic incentives of the Offeror to complete the Triton Offer given that it will become Caverion's largest shareholder after the completion of the agreed conditional purchases of Shares, as well as the relative risks relating to the offers, the Caverion Board considers the Triton Offer Price to be sufficiently higher than the considerations offered under the Bain Capital Offer to outweigh the relatively higher risks relating to the Triton Offer and, therefore, the Triton Offer to be more attractive to the shareholders than the Bain Capital Offer.

COOPERATION AGREEMENT BETWEEN THE OFFEROR AND CAVERION

The Offeror and Caverion have today entered into the Cooperation Agreement pursuant to which the Offeror and Caverion will assist and cooperate with each other to facilitate the completion of the Triton Offer, including with respect to making all required regulatory filings with the relevant competition and other authorities and obtaining all necessary clearances and approvals in connection with such filings. 

Under the Cooperation Agreement, each of Caverion and the Offeror shall use their reasonable best efforts to do or cause to be done all reasonably required actions and to assist and cooperate with the other party in doing all things necessary or advisable to consummate the Triton Offer in accordance with its terms and conditions, including, for example, (i) the making of all required registrations and filings with relevant competition authorities in applicable jurisdictions, and with any other governmental entities or regulatory authorities (including any supplements or amendments thereto), in each case as reasonably required for the completion of the Triton Offer, and (ii) the obtaining of all necessary consents, approvals or waivers from third parties as and to the extent required for the completion of the Triton Offer in accordance with the terms and conditions of the Triton Offer. Furthermore, Caverion and the Offeror have undertaken to provide each other certain information that may be necessary for the purposes of the Triton Offer and/or the Cooperation Agreement.

The Cooperation Agreement includes certain customary undertakings by both parties, such as conduct of Caverion's and each of its subsidiaries' business in the ordinary course of business until the date of the settlements of the completion trades with respect to the Shares tendered in the Triton Offer or the termination of the Cooperation Agreement.

The Cooperation Agreement automatically expires on the earlier of the completion of the Triton Offer, and the date (if any) on which the Offeror publicly announces that it will (i) not complete the Triton Offer, (ii) allow the Triton Offer to lapse, or (iii) withdraw the Triton Offer. Both Caverion and the Offeror have the right to terminate the Cooperation Agreement with immediate effect in case the Caverion Board has decided to withdraw its recommendation pursuant to its mandatory fiduciary duties. Termination of the Cooperation Agreement shall not entail any liability for the terminating party, provided that the terminating party has otherwise complied with its obligations under the Cooperation Agreement.

Under the Cooperation Agreement, the Caverion Board may at any time withdraw, modify, cancel or amend its recommendation for the Triton Offer and take actions contradictory to such recommendation if such withdrawal, modification, cancellation or amendment of the recommendation or contrary action is required for the Caverion Board to comply with its mandatory fiduciary duties towards the holders of the Shares under Finnish laws and regulations.

Mikael Aro from Triton comments:

"We are thrilled about the fact that as of this morning, our offer now also has the support of the Board of Directors of Caverion. We firmly believe in Caverion and are convinced that we are an ideal partner for the next phase of Caverion's journey, and to further increase its long-term prospects together with Caverion's management and employees. We know the company extremely well and have great respect for its Nordic roots, strong expertise in the technical building installation and services sector, and its ambition to accelerate sustainable growth. Our extensive experience in the sector has shown us that skilled and talented people are the greatest asset in this industry, and this is something we see in abundance of at Caverion. Moreover, we see Caverion as strongly positioned in all the markets it serves. Our aim is to build on this strong foundation to unlock and accelerate profitable growth like we have done in other companies we own. We are committed and look forward to partnering with Caverion's management and employees to bring Caverion to its full potential."

OTHER MATTERS

The Offeror will supplement the Tender Offer Document in respect of the information included in this stock exchange release and will publish the supplement to the Tender Offer Document once it has been approved by the Finnish Financial Supervisory Authority. The Offeror currently expects that the supplement to the Tender Offer Document will be published by mid-April 2023.

ABOUT TRITON

Triton is one of the leading Northern European investment firms which seeks to contribute to the building of better businesses for the longer term. Triton and its executives strive to be agents of positive change towards sustainable operational improvements and growth. The Triton funds invest in and support the positive development of businesses headquartered predominantly in Northern Europe. Triton has a long track record of investing in service businesses, such as Caverion, across the Nordic and DACH regions.

ADVISERS

The Offeror has appointed Danske Bank A/S, Finland Branch as financial adviser and arranger and Deutsche Bank Aktiengesellschaft as financial adviser and Avance Attorneys Ltd as legal adviser in connection with the Tender Offer. Tekir Oy is acting as communications adviser to the Offeror.

INVESTOR AND MEDIA ENQUIRIES

For further information, please contact:

Fredrik Hazén, Communications Professional at Triton
+46 709 483 810
[email protected]

Media contact in Finland:

Niko Vartiainen, Principal Consultant at Tekir
+358 50 529 4299
[email protected]

More information about the Triton Offer at: triton-offer.com

IMPORTANT INFORMATION

THIS STOCK EXCHANGE 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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS STOCK EXCHANGE 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 STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TRITON OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TRITON OFFER FOR THE SHARES 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 AN OFFER OR PARTICIPATION THEREIN 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 TRITON OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW, AND 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 LAWS OR REGULATIONS. IN PARTICULAR, THE TRITON 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 LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TRITON OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TRITON OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TRITON OFFER ARE NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA"). THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TRITON OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.

THIS STOCK EXCHANGE 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 ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Caverion in the United States

The Triton Offer is being made for the issued and outstanding shares of Caverion, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Triton Offer is being made in reliance on, and in compliance with, Rule 14d-1(c) under the US Securities Exchange Act of 1934, as amended. The Triton Offer is being made for securities of a non-US company. The Triton Offer is being made in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Triton Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, any financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers' affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Triton Offer, and other than pursuant to the Triton Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. 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 press release or other means reasonably calculated to inform U.S. shareholders of Caverion of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Caverion, which may include purchases or arrangements to purchase such securities. Any information about such purchases will be made public in Finland to the extent, and in the manner required, by Finnish law.

Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Triton Offer, passed upon the merits or fairness of the Triton Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Triton Offer. Any representation to the contrary is a criminal offence in the United States.

Caverion is organized under the laws of Finland, and the Offeror is organized under the laws of Finland. Some or all of the officers and directors of the Offeror and Caverion, respectively, are residents of countries other than the United States. In addition, most of the assets of the Offeror and Caverion are located outside the United States. As a result, it may be difficult for U.S. shareholders to enforce their rights and any claim they may have arising under the U.S. federal securities laws. U.S. shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgement.

Forward-looking statements

This stock exchange 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 stock exchange release.

Disclaimer

Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.

Deutsche Bank Aktiengesellschaft is authorised under German Banking Law (competent authority: European Central Bank). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority. Deutsche Bank Aktiengesellschaft is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000.

Danske Bank A/S (acting via its Finland Branch) and Deutsche Bank Aktiengesellschaft are acting as financial advisers to the Offeror and no other person in connection with these materials or their contents. Danske Bank A/S and Deutsche Bank Aktiengesellschaft will not be responsible to any person other than the Offeror for providing any of the protections afforded to clients of Danske Bank A/S or Deutsche Bank Aktiengesellschaft, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person's liability for fraud, neither Danske Bank A/S, Deutsche Bank Aktiengesellschaft nor any of their affiliates nor any of their respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Triton Offer.

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SOURCE Crayfish BidCo Oy