PPG and Tikkurila announced the companies have entered into an amendment to the previously announced definitive combination agreement, pursuant to which PPG will improve its recommended offer to acquire all issued and outstanding stock of Tikkurila in an all-cash transaction. Under the improved offer, Tikkurila shareholders would receive €34.00 in cash for each share of Tikkurila stock they own, for a total transaction value of approximately €1.52 billion, including the assumption of debt and cash.
The improved offer follows Tikkurila’s receipt of a competing offer from AkzoNobel (AMS:AKZA) on January 28, 2021. Tikkurila confirmed it held discussions with AkzoNobel early in the fourth quarter of 2020, prior to PPG’s December 2020 recommended offer to acquire Tikkurila.
Based on PPG’s improved offer, certain major shareholders of Tikkurila, representing approximately 29.34% ownership in the aggregate, have unconditionally agreed to sell their shares to PPG subject to applicable regulatory approvals.
PPG’s improved offer provides for an increased price per share and other enhanced terms and conditions, including:
- A premium of 8.8% compared to the competing offer from AkzoNobel, maximizing value for all of Tikkurila’s shareholders;
- Expected closing as early as March or early in the second quarter of 2021;
- Regulatory process progressing in line with expected closing date, which represents a significantly quicker timeline than the transaction proposed by AkzoNobel and enabling closing ahead of Tikkurila’s annual peak season in the second and third quarters;
- Enhanced deal certainty by lowering the tender acceptance threshold from 90% to 66.7% and providing certain additional regulatory undertakings; and
- A far more certain and attractive future for Tikkurila’s business, employees, and stakeholders by preserving the company in its entirety, without the disruption and dislocation of divestitures possibly including certain Tikkurila businesses, regulatory uncertainty and the extended timeline required by AkzoNobel’s proposal.
Tikkurila’s Board of Directors has determined PPG’s revised offer to be superior to the competing offer from AkzoNobel on the basis of price, certainty, timing, and stakeholder considerations, and Tikkurila’s Board therefore has unanimously recommended Tikkurila’s shareholders accept PPG’s improved offer.
“From a strategic and shareholder value creation perspective, an acquisition of Tikkurila remains an attractive opportunity for PPG. Our improved offer reflects further analysis of the potential transaction synergies and the confidence we have in the value that can be realized by joining our two companies,” said Michael McGarry, PPG chairman and chief executive officer. “We appreciate the assessment of Tikkurila’s Board of Directors, in light of its fiduciary duty and its fair consideration of both offers. They properly concluded that PPG’s improved offer is clearly superior, can be completed more quickly, is significantly less complex and more certain and is in the best interest of Tikkurila and all of its stakeholders, especially considering its employees. We look forward to bringing Tikkurila and PPG together as a combined company for the benefit of our customers, employees, and communities early this year.”
The tender offer for all outstanding shares began on January 15, and is expected to expire on March 15 unless extended by PPG. PPG expects the transaction to close as early as March or early in the second quarter of 2021, subject to customary closing conditions. Tikkurila has announced that 2020 revenue increased by 3% to approximately €582 million.
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