Merger of Evli Oyj and EAB Group Oyj and Evli
EVLI OYJ STOCK EXCHANGE RELEASE 1.10.2022 AT 9.30 AM (EET/EEST)
NOT FOR DISTRIBUTION IN THE UNITED STATES OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS PROHIBITED UNDER APPLICABLE LAW.
OCCASIONALLY EXCEEDED EVLI OYJ AND THE SHARE CAPITAL OF EAB GROUP OYJ AND EVLI OYJ INCREASE HAVE REGISTERED WITH COMMERCIAL REGISTER
Evli Oyj (“Evli”) announces that EAB Group Oyj’s (“EAB) to Evli (“Fusion“) has been registered today 1 October 2022 in the Finnish Trade Register maintained by the Finnish Patent and Registration Board (“Finnish Trade Register“). As a result of the implementation of the merger, EAB has dissolved.
As a merger consideration, EAB’s shareholders will receive 0.172725 new Evlin series B shares for each EAB share they own (“Merger consideration shares”) and a total of three (3) million euros as cash consideration, which will be divided equally between the total of 13,812,395 EAB shares that were outstanding on the last trading day before the Merger. The cash consideration is therefore EUR 0.217196 per share. EAB’s shareholders will receive a total of 2,385,745 new Evlin B shares as consideration for the merger.
Evli’s share capital has been increased by 30,000,000 euros in connection with the registration of the merger. The merger consideration shares and the share capital increase have been registered in the trade register today, October 1, 2022.
Due to the Merger consideration shares given to EAB’s shareholders as merger consideration and the increase in share capital in connection with the implementation of the Merger, the total number of Evli shares is 26,275,302, of which there are 11,790,154 series B shares and the share capital is EUR 53,745,459.66.
The merger consideration shares will be registered in the book-entry accounts of EAB’s shareholders in accordance with Euroclear Finland Oy’s principles on approximately 3 October 2022 and will be admitted to trading on the official list of Nasdaq Helsinki Oy (“Nasdaq Helsinki”) with trading code EVLI (ISIN code FI4000513437). Trading in the Merger consideration shares will start on or about October 3, 2022.
The merger consideration shares and cash consideration are distributed automatically, and no related actions are required from EAB’s shareholders. The cash portion of the merger consideration will be paid to the bank accounts connected to the shareholders’ equity accounts on approximately 3 October 2022.
If the number of Evli shares received by the EAB shareholder as Merger Consideration Shares is a fractional number, the fractional parts are rounded down to the nearest whole number and the fractional parts are combined and sold in public trading on Nasdaq Helsinki by the EAB shareholders who are entitled to these fractional parts. The funds received from the sale of shares will be paid to the bank accounts connected to the shareholders’ equity accounts on 5 October 2022.
EVLI OYJ
Board of Directors
MORE INFORMATION:
Maunu Lehtimäki, CEO, Evli Oyj, tel. +358 50 553 3000, [email protected]
Interview requests through the company’s communications: Mikaela Herrala, marketing, communications and investor relations manager, Evli Oyj, tel. +358 50 544 5740, [email protected]
Evli in brief
We see wealth as the engine of development. We use our heritage, extensive expertise and Nordic values to responsibly grow and manage the wealth of institutions, companies and individuals.
We are Finland’s leading asset manager*, offering a wide range of services, including investment fund, asset management and capital market services, alternative investment products, equity research, planning and administration of equity plans and Corporate Finance services. Responsible investing is integrated into every investment decision and our expertise is widely appreciated by our clients. Evli has Finland’s best expertise in responsible investing.**
About 250 professionals work in the Evli Group, and Evli has a total of EUR 14.5 billion in client assets under management (net 6/2022). Evli Oyj’s series B shares are listed on Nasdaq Helsinki Oy’s stock exchange list.
*Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private Banking 2019, 2020 Finland
**SFR Scandinavian Financial Research Institutional Investment Services Finland 2021
Distribution: Nasdaq Helsinki, key media, www.evli.com
IMPORTANT NOTICE
This prospectus is not an offer of shares in the United States and is not intended for distribution in the United States or other jurisdictions where such distribution would be prohibited by applicable law. The shares of the combined company will not be registered under the United States Securities Act of 1933 (“Securities Act”), and may not be offered, sold or delivered into or into the United States, except pursuant to an applicable exemption or in connection with a transaction under the Securities Act.
This announcement is not an offer or solicitation by Evli or any other person to buy securities.
This release contains “forward-looking statements” that are based on current plans, estimates, projections and expectations and are not guarantees of future performance of the combined company. They are based on certain expectations and assumptions that, even if they seem reasonable at the moment, may turn out to be wrong. Evli shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual result of the combined company’s operations or financial situation to differ materially from the results expressed or implied in the forward-looking statements. Neither Evli nor its affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or publicly release any changes to any forward-looking statement that reflects events or circumstances that arise after the date of this release.