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Flybird Holding Oy commences the voluntary recommended public cash tender offer for all the shares in Musti Group Plc on 18 December 2023

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 WHERE TO DO SO AND/OR IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Flybird Holding Oy commences the voluntary recommended public cash tender offer for all the shares in Musti Group Plc on 18 December 2023

Musti Group Plc                       Stock exchange release           15 December 2023 at 5:35 p.m. EET

As announced on 29 November 2023, Sonae Holdings, S.A. (a subsidiary wholly-owned and controlled by Sonae – SGPS, S.A. (“Sonae“)) and Jeffrey David, the Chair of Musti Group Plc’s Board of Directors, Johan Dettel, a member of Musti Group Plc’s Board of Directors, and David Rönnberg, the Chief Executive Officer of Musti Group Plc, have formed a consortium (the “Consortium“) for the purposes of the voluntary recommended public cash tender offer for all the issued and outstanding shares in Musti Group Plc (“Musti” or the “Company“) that are not held by Musti or its subsidiaries (the “Shares” or, individually, a “Share“) made by Flybird Holding Oy (the “Offeror“), a private limited liability company established for the purposes of the tender offer and incorporated and existing under the laws of Finland (the “Tender Offer“). The Offeror and Musti have on 29 November 2023 entered into a combination agreement (the “Combination Agreement“) pursuant to which the Offeror will make the Tender Offer.

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document“). The offer period for the Tender Offer will commence on 18 December 2023, at 9:30 (Finnish time) and expire on 5 February 2024, at 16:00 (Finnish time), unless the offer period is extended as described in the terms and conditions of the Tender Offer (the “Offer Period“). The Tender Offer is currently expected to be completed during the first quarter of 2024. The Offeror will extend the Offer Period in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations, to the extent necessary in order to satisfy the conditions to completion of the Tender Offer. Any possible extension of the Offer Period will be announced by way of a stock exchange release.

The Finnish language version of the Tender Offer Document will be available on the internet at flybird-tenderoffer.com, mustigroup.com/fi/sijoittajat/flybird-ostotarjous and www.nordea.fi/musti-ostotarjous as of 15 December 2023. The English language translation of the Tender Offer Document will be available on the internet at flybird-tenderoffer.com, mustigroup.com/investors/flybird-tender-offer and www.nordea.fi/musti-offer as of 15 December 2023.

The offer price under the Tender Offer is EUR 26.00 in cash for each Share validly tendered in the Tender Offer (the “Offer Price“).

The Offer Price has been determined based on 33,387,887 issued and outstanding Shares. Should the Company change the number of Shares that are issued and outstanding on the date hereof as a result of a new share issue, reclassification, stock split (including a reverse split) or any other similar transaction with dilutive (or in some cases, the opposite) effect, including securities convertible into Shares or equity interests, or should the Company declare or distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to the first settlement date of the completion trades of the Shares, the Offer Price payable by the Offeror shall be adjusted accordingly on a euro-for-euro basis.

The Offer Price represents a premium of approximately:

  • 27.1 per cent compared to EUR 20.46, i.e. the closing price of the Share on Nasdaq Helsinki Ltd (“Nasdaq Helsinki“) on 28 November 2023, the last trading day immediately preceding the announcement of the Tender Offer;
  • 39.3 per cent compared to EUR 18.66, i.e. the three-month volume-weighted average trading price of the Share on Nasdaq Helsinki on the last trading day immediately preceding the announcement of the Tender Offer;
  • 40.4 per cent compared to EUR 18.51, i.e. the six-month volume-weighted average trading price of the Share on Nasdaq Helsinki on the last trading day immediately preceding the announcement of the Tender Offer; and
  • 49.5 per cent compared to EUR 17.39, i.e. the twelve-month volume-weighted average trading price of the Share on Nasdaq Helsinki on the last trading day immediately preceding the announcement of the Tender Offer.

Discussions concerning the Tender Offer were commenced on the Consortium’s initiative, after which the Offeror was allowed to conduct a due diligence review of Musti in connection with the preparations for the Tender Offer. In parallel with the Offeror’s due diligence review, the Consortium, and the non-conflicted members of the Board of Directors of Musti who are not members of the Consortium, engaged in negotiations, which resulted in the Offer Price of EUR 26.00 per Share, a material increase compared to the first non-binding indicative proposal made by the Consortium. Following due diligence and such negotiations, the Offeror and Musti, on 29 November 2023, entered into the Combination Agreement pursuant to which the Offeror makes the Tender Offer.

The Board of Directors of Musti, represented by a quorum comprising the non-conflicted members of the Board of Directors who are not members of the Consortium, has unanimously decided to recommend in its statement issued on 13 December 2023 pursuant to the Finnish Securities Markets Act (746/2012, as amended) and the Helsinki Takeover Code issued by the Finnish Securities Market Association (the “Helsinki Takeover Code“) that the shareholders of Musti accept the Tender Offer. The Board of Directors of Musti has received separate fairness opinions, dated 29 November 2023, by Advium Corporate Finance Ltd. and Carnegie Investment Bank AB (publ), Finland Branch, to the effect that, as of the date of such fairness opinions, the Offer Price to be paid to holders of Shares pursuant to the Tender Offer, was fair, from a financial point of view, to such holders of Shares (other than Sonae, Jeffrey David, Johan Dettel and David Rönnberg). The fairness opinions were based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the reviews undertaken as more fully described in such fairness opinions. The fairness opinions of Advium Corporate Finance Ltd. and Carnegie Investment Bank AB (publ), Finland Branch were provided for the use and benefit of the Board of Directors of Musti and do not constitute a recommendation as to whether any holders of Shares should tender such Shares in connection with the Tender Offer, how any holders of Shares should act in connection with the Tender Offer or any related matter. The complete fairness opinions are attached to the statement of the Board of Directors of Musti which is attached as Annex A to the Tender Offer Document.

The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final result of the Tender Offer including, among others, that approvals by all necessary competition authorities and other regulatory authorities have been received (or regulatory waiting periods have expired, as the case may be) and the Offeror having gained control to more than 90 per cent of the Shares and votes in Musti on a fully diluted basis.

The Offeror has, between the announcement of the Tender Offer and today, purchased an aggregate of 861,806 Shares in Musti. The highest price paid in such purchases has been EUR 26.00 per Share. The Offeror and the Consortium members as well as their affiliates hold currently in aggregate approximately 6.8 per cent of the Shares in Musti.

Most Finnish account operators will send a notice regarding the Tender Offer and related instructions to those who are registered as shareholders in the shareholders’ register of Musti maintained by Euroclear Finland Oy. Shareholders of Musti who do not receive such instructions from their account operator or asset manager should first contact their account operator or asset manager and can subsequently contact Nordea Bank Abp (“Nordea“) by sending an email to tender.offers@nordea.com, where such shareholders of Musti can receive information on submitting their acceptance of the Tender Offer. Please note, however, that Nordea will not be engaging in communications relating to the Tender Offer with shareholders located within the United States. Shareholders who are located within the United States may contact their brokers for necessary information.

Those shareholders of Musti whose Shares are nominee-registered, and who wish to accept the Tender Offer, must effect such acceptance in accordance with the instructions given by the custodian of the nominee-registered shareholders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Musti.

A shareholder of Musti who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance to the account operator managing the shareholder’s book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptances that have been submitted in an incorrect or incomplete manner.

The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of such preliminary result, it will be announced whether the Tender Offer will be completed subject to the conditions to completion of the Tender Offer being satisfied or waived on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period) at the latest. In connection with the announcement of the final result, the percentage of the Shares that have been validly tendered and accepted in the Tender Offer, and that have not been validly withdrawn, will be confirmed.

The Offeror, Sonae and Sonae Holdings, S.A., each respectively, reserve the right to acquire, or enter into arrangements to acquire Shares, or arrange ownership of Shares, before, during and/or after the Offer Period (including any extension thereof and any subsequent offer period) in public trading on Nasdaq Helsinki or otherwise.

The terms and conditions of the Tender Offer are enclosed in their entirety to this stock exchange release (Annex 1).

The Offeror and Sonae have appointed Goldman Sachs Bank Europe SE as their lead financial adviser and Krogerus Attorneys Ltd as their lead legal adviser in connection with the Tender Offer. The Offeror has appointed Nordea Bank Abp as its financial adviser and arranger of the Tender Offer outside of the United States and Davis Polk & Wardwell London LLP as U.S. counsel in connection with the Tender Offer. Jeffrey David, Johan Dettel and David Rönnberg have appointed White & Case LLP as their legal adviser in connection with the Tender Offer.

Musti has appointed Jefferies GmbH as its financial adviser and Roschier, Attorneys Ltd. as its legal adviser and Cravath, Swaine & Moore LLP as U.S. counsel in connection with the Tender Offer. Hill and Knowlton Finland Oy acts as Musti’s communications advisor in the Tender Offer.

Investor and Media enquiries:

Musti Group Plc

Toni Rannikko
CFO
tel. +358 40 078 8812

Martin Svedholm
Director, Treasury and Investor Relations
tel. +358 50 579 0324, communications@mustigroup.com

The Consortium

Célia Sá Miranda
Legal Counsel, Sonae
tel. +351 937 842 253, ccmiranda@sonae.pt

Ricardo Rocha
Investor Relations, Sonae
tel. +351 939955142, rjfrocha@sonae.pt

About the Consortium

Sonae Holdings, S.A. is owned and controlled by Sonae. Founded in 1959, Sonae is a Portuguese-headquartered, multinational group with market-leading positions in its key markets across several sectors, including retail (food and non-food), health, wellness and beauty, real estate, telecom, technology and financial services. Sonae has a long-term view on economic and social value creation, which is pursued through an active portfolio management strategy and a strong social and environmental mindset. Through the strong performance of Sonae’s businesses and the respective synergies within its portfolio, Sonae has shown a solid track-record of value creation and financial performance over the years, supported by a stable shareholder structure and several successful longstanding partnerships in its key portfolio companies. In 2022, Sonae’s consolidated group revenue reached EUR 7.7 billion and consolidated EBITDA surpassed EUR 900 million. With a global footprint, Sonae’s current portfolio includes leading companies such as MC, Worten, NOS, Sierra, Bright Pixel, Zeitreel and Universo. Sonae currently holds 1.7 per cent of the Shares and votes in Musti.

Jeffrey David has been a member of the Board of Directors of Musti since 2016 and Chair of the Board of Directors of Musti since 2017. Johan Dettel has been a member of the Board of Directors of Musti between 2014 and 2018 and since 2022. David Rönnberg has been the CEO of Musti since 2017. Therefore, all the above individuals have exceptional operational experience and know-how both in the pet care and retail sectors as well as in the operations of Musti, which also forms the basis for their inclusion in the Consortium by Sonae. The aggregate holding of the above persons is 2.5 per cent of the Shares and votes in Musti.

About Musti

Musti is the leading Nordic pet care specialist operating in Finland, Sweden and Norway and it employs over 1,500 employees. Musti serves Nordic customers in all channels through store chains Musti ja Mirri, Musti, Arken Zoo and Djurmagazinet, comprising a network totalling 342 stores (as per Musti’s financial statements release), and through online-first retail brands such as Peten Koiratarvike and Vetzoo. Musti’s mission is to make the life of pets and their owners easier, safer and more fun throughout the whole lifespan of the pet.

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 WHERE TO DO SO AND/OR 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 TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER 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 TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, 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 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 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 TENDER 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 TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

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

Information for shareholders of Musti in the United States

The Tender Offer is being made for the issued and outstanding Shares in Musti, which is a public limited company incorporated and admitted to trading on a regulated market in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer will be made to Musti shareholders in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Tender Offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer law and practice. The financial information included in this stock exchange release or the Tender Offer Document has not been prepared in accordance with U.S. GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of U.S. companies.

In accordance with the laws of Finland, the Offeror and its respective affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase, or arrange to purchase outside the United States, Shares in Musti or any securities that are immediately convertible into, exchangeable for or exercisable for such Shares before or during the period in which the Tender Offer remains open for acceptance, to the extent permitted by, and in compliance with, Rule 14e-5 under the U.S. Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law. 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 Musti of such information. In addition, subject to the applicable laws of Finland and applicable U.S. securities laws, including Rule 14e-5 under the U.S. Exchange Act, the financial advisers to the Offeror or their respective affiliates may also engage in ordinary course trading activities in securities of Musti, which may include purchases or arrangements to purchase such securities.

Neither the U.S. Securities and Exchange Commission (“SEC“) nor any U.S. state securities commission has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer, or determined if this stock exchange release or the Tender Offer Document is accurate or complete. Any representation to the contrary is a criminal offense in the United States.

The Tender Offer, if consummated, may have consequences under U.S. federal income tax and applicable U.S. state and local, as well as non-U.S., tax laws for Musti shareholders. Each Musti shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Tender Offer.

It may not be possible for Musti shareholders in the United States to effect service of process within the United States upon Musti, the Offeror, Sonae Holdings, S.A. or any other member of the Consortium, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other U.S. law. It may not be possible to bring an action against Musti, the Offeror, Sonae Holdings, S.A., any other member of the Consortium or their respective officers or directors (as applicable), in a non-U.S. court for violations of U.S. law, including the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement. In addition, it may be difficult to enforce in Finland or Portugal original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws.

Disclaimer

Goldman Sachs Bank Europe SE, which is authorised and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), is acting for Sonae and the Offeror and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than Sonae and the Offeror for providing the protections afforded to clients of Goldman Sachs Bank Europe SE, or for giving advice in connection with the Tender Offer or any matter referred to herein. Neither Goldman Sachs Bank Europe SE nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Sonae and the Offeror for providing the protections afforded to clients of Goldman Sachs Bank Europe SE or for providing advice in connection with the matters referred to in this stock exchange release.

Nordea Bank Abp (“Nordea“), which is supervised by the European Central Bank and the FIN-FSA, is acting as financial adviser to the Offeror and arranger of the Tender Offer outside the United States. Nordea is only acting for the Offeror and no one else in connection with the Tender Offer and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of Nordea, nor for providing advice in relation to the Tender Offer. For the avoidance of doubt, Nordea is not registered as a broker or dealer in the United States of America and will not be engaging in direct communications relating to the Tender Offer with investors located within the United States of America (whether on a reverse inquiry basis or otherwise).

Jefferies GmbH (“Jefferies“), which is authorised and regulated in Germany by the Bundesanstalt für Finanzdienstleistungsaufsicht, is acting exclusively for Musti and no one else in connection with the Tender Offer, and will not regard any other person (whether or not a recipient of this stock exchange release) as their respective clients in relation to the Tender Offer and will not be responsible to anyone other than Musti for providing the protections afforded to their respective clients, nor for providing advice in relation to the Tender Offer or any transaction, matter, or arrangement referred to in the Tender Offer Document to be published in connection with the Tender Offer. Neither Jefferies nor any of its affiliates, nor any of its or their respective directors, officers, employees, agents or representatives, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the matters referred to in this stock exchange release.

Annex 1: Terms and conditions of the Tender Offer

TERMS AND CONDITIONS OF THE TENDER OFFER

Object of the Tender Offer

Through a voluntary recommended public cash tender offer in accordance with Chapter 11 of the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act“) and other applicable laws and subject to the terms and conditions set forth herein, Flybird Holding Oy (the “Offeror“), a private limited company incorporated and existing under the laws of Finland, offers to acquire all of the issued and outstanding shares in Musti Group Plc (the “Company” or “Musti“) that are not held by Musti or its subsidiaries (the “Shares” or, individually, a “Share“) (the “Tender Offer“). It is expected that Sonae Holdings, S.A. will hold approximately 98 per cent, and Jeffrey David, Johan Dettel and David Rönnberg, through their jointly-owned holding company (to be incorporated), approximately in aggregate 2 per cent of the shares in Flybird Holding Oy after the completion of the Tender Offer (assuming that the Offeror holds 100 per cent of the Shares in Musti).

Sonae Holdings, S.A. (a wholly-owned direct subsidiary of Sonae – SGPS, S.A.) together with Jeffrey David, Johan Dettel and David Rönnberg have formed a consortium (the “Consortium“) for the purposes of the Tender Offer.

The Offeror and the Company have on 29 November 2023 entered into a combination agreement (the “Combination Agreement“) pursuant to which the Offeror makes the Tender Offer.

Offer Price

The Tender Offer was announced by the Offeror on 29 November 2023 (the “Announcement“) with an offer price of EUR 26.00 in cash for each Share validly tendered in the Tender Offer (the “Offer Price“), subject to any adjustments as set out below.

The Offer Price has been determined based on 33,387,887 Shares. Should the Company change the number of Shares that are issued and outstanding on the date hereof as a result of a new share issue, reclassification, stock split (including a reverse split) or any other similar transaction with dilutive (or in some cases, the opposite) effect, including securities convertible into Shares or equity interests, or should the Company declare or distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to the Settlement Date (as defined below), the Offer Price payable by the Offeror shall be adjusted accordingly on a euro-for-euro basis.

Any adjustment of the Offer Price pursuant to the above paragraph will be announced by way of a stock exchange release. If the Offer Price is adjusted, the Offer Period will continue for at least ten (10) Finnish banking days (or longer if required by applicable law) following such announcement.

Offer Period

The offer period of the Tender Offer commences on 18 December 2023, at 9:30 (Finnish time) and expires on 5 February 2024, at 16:00 (Finnish time), unless the offer period is extended, or any extended offer period is discontinued as described below (the “Offer Period“). The acceptance of the Tender Offer must be received by the relevant account operator, as described below under “Acceptance Procedure of the Tender Offer“, before the expiration of the Offer Period.

The Offeror may extend the Offer Period (i) at any time until the Conditions to Completion (as defined below) have been satisfied or waived, (ii) with a Subsequent Offer Period in connection with the announcement whereby the Offeror declares the Tender Offer unconditional, as set forth in “Announcement of the Result of the Tender Offer” below and/or (iii) in case of any competing tender offer as referred to in Chapter 11, Section 17 of the Finnish Securities Markets Act. The Offeror will announce a possible extension of the Offer Period, including the duration of the extended Offer Period, which shall be at least two (2) weeks, by a stock exchange release on the first (1st) Finnish banking day following the expiration of the initial Offer Period, at the latest. Furthermore, the Offeror will announce any possible further extension of an already extended Offer Period or an extension of a discontinued extended Offer Period on the first (1st) Finnish banking day following the expiration of an already extended Offer Period or a discontinued extended Offer Period, at the latest.

According to Chapter 11, Section 12 of the Finnish Securities Markets Act, the duration of the Offer Period in its entirety may be ten (10) weeks at the maximum. However, if the Conditions to Completion have not been satisfied due to a particular obstacle as referred to in the regulations and guidelines 9/2013 of the Finnish Financial Supervisory Authority (the “FIN-FSA“) on Takeover Bids and Mandatory Bids (as may be amended or re-enacted from time to time) (the “FIN-FSA Regulations and Guidelines“), such as, for example, pending approval by a competition or foreign-investment regulatory authority, the Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had reasonable time to respond to the situation in question, provided that the business operations of the Company are not hindered for longer than is reasonable, as referred to in Chapter 11, Section 12, Subsection 2 of the Finnish Securities Markets Act. The Offer Period may also be extended as required under applicable laws and regulations. The expiry date of any extended Offer Period will in such case, unless published in connection with the announcement of the extension of the Offer Period, be published by the Offeror at least two (2) weeks before such expiry. Further, any Subsequent Offer Period may extend beyond ten (10) weeks.

The Offeror may discontinue any extended Offer Period. The Offeror will announce its decision on the discontinuation of any extended Offer Period as soon as possible after such a decision has been made and, in any case, no later than two (2) weeks prior to the expiry of the discontinued extended Offer Period. If the Offeror discontinues an extended Offer Period, the Offer Period will expire at an earlier time on a date announced by the Offeror.

The Offeror reserves the right to extend the Offer Period in connection with the announcement whereby the Offeror declares the Tender Offer unconditional or the announcement of the final result of the Tender Offer as set forth in “Announcement of the Result of the Tender Offer” below (such extended Offer Period, the “Subsequent Offer Period“). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Offeror in such an announcement. The expiration of a Subsequent Offer Period will be announced by way of a stock exchange release at least two (2) weeks before the expiration of such Subsequent Offer Period. The Offeror may also extend the Subsequent Offer Period by announcing this through a stock exchange release on the first (1st) Finnish banking day following the initially expected expiration of the Subsequent Offer Period, at the latest.

Conditions to Completion of the Tender Offer

A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the “Conditions to Completion“) are satisfied on or by the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act, or, to the extent permitted by applicable law, their satisfaction is waived by the Offeror:

  1. the Tender Offer has been validly accepted with respect to the Shares representing, together with any other Shares otherwise acquired or held by the Offeror (including the Shares to be contributed to the Offeror by the Consortium members) at or prior to the Result Announcement Date (as defined below), more than ninety (90) per cent of the Shares and voting rights in the Company calculated on a fully diluted basis and otherwise in accordance with Chapter 18 Section 1 of the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act“);
  2. the receipt of all necessary regulatory approvals, permits, clearances, consents or other actions, including without limitation approvals required under applicable foreign direct investment laws, competition clearances (or, where applicable, the expiry of relevant waiting periods), required under applicable competition laws or other regulatory laws in any relevant jurisdiction for the completion of the Tender Offer, including without limitation from the European Commission (the “Authority Approvals“), and that any conditions set out in such approvals, permits, clearances or consents, are reasonably acceptable to the Offeror in that they are not materially adverse to the Offeror or any Consortium member in view of the Tender Offer (whether due to requiring the disposal of any material asset or otherwise) and do not constitute a Material Adverse Change (as defined below);
  3. no fact or circumstance having arisen on or after the signing date of the Combination Agreement that constitutes a Material Adverse Change (as defined below);
  4. the Offeror not, on or after the signing date of the Combination Agreement, having received information previously undisclosed to it that constitutes or results in a Material Adverse Change (as defined below);
  5. no legislation or other regulation having been issued and no court or regulatory authority of competent jurisdiction having given an order or a decision or issued any regulatory action that would wholly or in any material part prevent or postpone the completion of, the Tender Offer;
  6. the Board of Directors of the Company, represented by a quorum comprising the non-conflicted members of the Board of Directors, having issued its Recommendation and the Recommendation remaining in full force and effect and not having been withdrawn, modified, cancelled, or amended (excluding, however, any technical modification or change of the Recommendation required under applicable laws or the Helsinki Takeover Code as a result of a Competing Offer or otherwise so long as the recommendation to accept the Tender Offer is upheld); and
  7. the Combination Agreement not having been terminated and remaining in full force and effect.

The Conditions to Completion set out herein are exhaustive. The Offeror may only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, if the circumstances which give rise to the right to invoke the relevant Condition to Completion have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the FIN-FSA Regulations and Guidelines and the Helsinki Takeover Code. The Offeror reserves the right on its own initiative (following good faith discussion with the Board of Directors of the Company) to modify, amend or waive, to the extent permitted by applicable law and regulation, any of the Conditions to Completion that have not been satisfied, including with respect to the first Condition to Completion, to consummate the Tender Offer at a lower acceptance level or otherwise despite the non-satisfaction of some of the Conditions to Completion. Moreover, the Offeror reserves the right to amend the terms and conditions, including the Conditions to Completion, of the Tender Offer in accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act. If all Conditions to Completion (as the same may have been modified or amended) have been satisfied or the Offeror has waived the requirements for the satisfaction of all or some of them no later than on the Result Announcement Date (excluding any Subsequent Offer Period), the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the Result Announcement Date by purchasing the Shares validly tendered in the Tender Offer and paying the Offer Price to the holders of the Shares that have validly accepted the Tender Offer.

“Subsidiaries” means the Company’s asset-owning subsidiaries.

“EU Market Abuse Regulation” means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.

“Disclosed Information” means the information that the Company (directly or through its representatives or advisors, as the case may be) has disclosed to the Offeror, the Consortium members and any of their advisers before the date of the Combination Agreement (i) in the information publicly disclosed by the Company pursuant to the rules of Nasdaq Helsinki, the Finnish Securities Markets Act and the EU Market Abuse Regulation (including any publicly disclosed annual or quarterly reports of the Company), as well as any Company press releases and investor news, or (ii) the information provided by the Company in the virtual data room made available by the Company to the Offeror, the Consortium members and/or any of their advisers by 25 November 2023 at 14:00 (Finnish time), or (iii) in formally scheduled management presentations, management interviews and expert sessions in connection with the Tender Offer.

“Fairly Disclosed” means that a risk, fact matter, occurrence or event is disclosed in the Disclosed Information or in the Combination Agreement in a manner that enables a professional and prudent offeror having completed its review of the Disclosed Information with the support of its professional advisors, acting diligently and with due care to reasonably identify the nature, scope and effects of such risk, fact, matter, occurrence or event so disclosed.

“Material Adverse Change” means:

  1. the Company or any of its Subsidiaries becoming insolvent, subject to administration, bankruptcy or any other equivalent insolvency proceedings or, if any legal proceedings (other than by the Offeror or its affiliates) or corporate resolution is taken by or against any of them in respect of any such proceedings and such action could, individually or in the aggregate, reasonably be expected to result in the commencement of such proceedings, provided, in each case, that such proceedings could reasonably be expected to result in a material adverse change in, or material adverse effect on, the business, assets, liabilities, financial condition or results of operation of the Company and its Subsidiaries, taken as a whole;
  2. any divestment or reorganisation of, or commitment to divest or reorganise, all or any material part of the assets or business of the Company or its Subsidiaries, taken as a whole;
  3. any major continuing disruptions in the financial systems of the United States, the United Kingdom or in any Member State of the European Economic Area, including a suspension of or material limitation in trading in securities generally on Nasdaq Helsinki or a general moratorium on commercial banking activities or the operation of central securities depositories or settlement systems that prevents, other than on a temporary basis, wire transfer payments traffic and/or settlement of transactions in securities in or out of the European Economic Area, the United Kingdom or the United States; and
  4. any other event, condition, circumstance, development, occurrence, change, effect or fact that individually or in the aggregate, has, results in, or would reasonably be expected to have or result in a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, provided further that none of the following shall be deemed to constitute a material adverse change or a material adverse effect:
  1. any change in capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, except to the extent such change or effect has a materially disproportionate effect on the Company relative to other industry participants in jurisdictions in which the Company or any of its Subsidiaries conduct business;
  2. any change in geopolitical conditions or any outbreak, escalation or exacerbation of major hostilities or the occurrence of any act of war, blockage, sabotage or terrorism including, but not limited to, the exacerbation of Russia’s military actions against Ukraine or the exacerbation of the Israel-Hamas war, in each case involving only other jurisdictions than jurisdictions in which the Company or any of its Subsidiaries conduct business;
  3. any epidemic, pandemic, hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring or escalating in only other jurisdictions than jurisdictions in which the Company or any of its Subsidiaries conduct business;
  4. any change in applicable statutes, generally approved accounting principles or IFRS, except to the extent such change has a materially disproportionate effect on the Company relative to other industry participants in jurisdictions in which the Company or any of its Subsidiaries conduct business;
  5. any change in the general conditions of the pet care products and services industries in jurisdictions in which the Company or any of its Subsidiaries conduct business, except to the extent such change has a materially disproportionate effect on the Company relative to other industry participants in jurisdictions where the Company or its subsidiaries conduct business;
  6. any other change in political, financial, industry, economic or regulatory conditions generally, so long as such change does not have a disproportionate effect on the Company relative to other companies in the same industry in jurisdictions in which the Company or its Subsidiaries conduct business;
  7. the failure of the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings, net asset value or other financial or operating metrics before, on or after the date of the Combination Agreement, provided that nothing provided in this sub-clause (vii) shall prevent or otherwise affect the determination whether any change or effect underlying such failure has resulted in or contributed to a Material Adverse Change;
  8. any matters that have been Fairly Disclosed in the Disclosed Information prior to the signing of the Combination Agreement;
  9. changes in the market price or trading volume of the Shares, provided that nothing in this sub-clause (ix) shall prevent or otherwise affect a determination whether any change or effect underlying such change has resulted in or contributed to a Material Adverse Change;
  10. any change resulting from any actions taken by the Company at the express written request or direction of the Offeror;
  11. any change attributable to (x) an act or omission carried out or omitted by the Offeror in connection with the Tender Offer or (y) the announcement or completion of the Tender Offer (including the effect of any change of control or similar clauses in contracts entered into by the Company and its Subsidiaries but only to the extent such contracts or clauses have been Fairly Disclosed as part of the Disclosed Information); or
  12. any change resulting from the product recall of “SMAAK Herkkä kala viljaton” and “SMAAK Viljaton Kana” pet food batches.

“Nasdaq Helsinki” means Nasdaq Helsinki Ltd.

Obligation to Increase the Offer Price and to Pay Compensation

The Offeror, Sonae and Sonae Holdings, S.A., each respectively, reserve the right to acquire Shares before, during and/or after the Offer Period (including any extension thereof) and any Subsequent Offer Period in public trading on Nasdaq Helsinki or otherwise.

Should the Offeror or another party acting in concert with the Offeror in a manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets Act acquire Shares after the Announcement and before the expiry of the Offer Period (including any Subsequent Offer Period) at a price higher than the Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Markets Act, amend the terms and conditions of the Tender Offer to correspond with the terms and conditions of said acquisition on more favourable terms (the “Increase Obligation“). In such case, the Offeror will make public its Increase Obligation without delay and pay, in connection with the completion of the Tender Offer, the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Price paid to those shareholders that have accepted the Tender Offer.

Should the Offeror or another party acting in concert with the Offeror in a manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets Act acquire Shares within nine (9) months after the expiration of the Offer Period (including any Subsequent Offer Period) at a price higher than the Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Markets Act, pay the difference between the consideration paid in an acquisition on more favourable terms and the Offer Price paid to those shareholders that have accepted the Tender Offer (the “Compensation Obligation“). In such case, the Offeror will make public its Compensation Obligation without delay and pay the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Price within one (1) month of the date when the Compensation Obligation arose for those shareholders that have accepted the Tender Offer.

However, according to Chapter 11, Section 25, Subsection 5 of the Finnish Securities Markets Act, the Compensation Obligation will not be triggered in case the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish Securities Markets Act has not offered to acquire Shares on terms that are more favourable than those of the Tender Offer before or during the arbitral proceedings.

Acceptance Procedure of the Tender Offer

The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders’ register of Musti maintained by Euroclear Finland Oy (“Euroclear Finland“), with the exception of Musti and its subsidiaries. The Tender Offer must be accepted separately for each book-entry account. A shareholder of Musti submitting an acceptance must have a cash account with a financial institution operating in Finland or abroad (see also “Terms of Payment and Settlement” and “Restrictions and Important Information“). Shareholders may only accept the Tender Offer unconditionally and for all Shares that are held on the book-entry account mentioned in the acceptance at the time of the execution of the transactions with respect to the Shares of such shareholder. Acceptances submitted during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any.

Most Finnish account operators will send a notice regarding the Tender Offer and related instructions to those who are registered as shareholders in the shareholders’ register of Musti maintained by Euroclear Finland. Shareholders of Musti who do not receive such instructions from their account operator or asset manager should first contact their account operator or asset manager and can subsequently contact Nordea Bank Abp (“Nordea“) by sending an email to tender.offers@nordea.com, where such shareholders of Musti can receive information on submitting their acceptance of the Tender Offer. Please note, however, that Nordea will not be engaging in communications relating to the Tender Offer with shareholders located within the United States. Shareholders who are located within the United States may contact their brokers for necessary information.

Those shareholders of Musti whose Shares are nominee-registered, and who wish to accept the Tender Offer, must effect such acceptance in accordance with the instructions given by the custodian of the nominee-registered shareholders. The Offeror will not send an acceptance form, or any other documents related to the Tender Offer to these shareholders of Musti.

If the shares held by a shareholder are pledged or otherwise subject to restrictions that prevent or limit the acceptance, the acceptance of the Tender Offer may require the consent of the pledgee or other beneficiary of a such restriction. If so, acquiring this consent is the responsibility of the relevant shareholder of Musti. Such consent must be delivered in writing to the account operator.

A shareholder of Musti who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance to the account operator managing the shareholder’s book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptances that have been submitted in an incorrect or incomplete manner.

Any acceptance must be submitted in such a manner that it will be received within the Offer Period (including any extended or discontinued extended Offer Period) taking into account, however, the instructions given by the relevant account operator. In the event of a Subsequent Offer Period, the acceptance must be submitted so that it is received during the Subsequent Offer Period, subject to and in accordance with the instructions of the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period and/or Subsequent Offer Period. Shareholders of Musti submit acceptances at their own risk. Any acceptance will be considered as submitted only when an account operator has actually received it. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptance submitted outside the Offer Period (or any Subsequent Offer Period, as applicable) or in an incorrect or incomplete manner.

A shareholder who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer may not sell or otherwise transfer his/her tendered Shares. By accepting the Tender Offer, the shareholders authorise their account operator, Nordea or a party appointed by Nordea to enter into their book-entry account a sales reservation or a restriction on the right of disposal in the manner set out in “Technical Completion of the Tender Offer” below after the shareholder has delivered the acceptance with respect to the Shares. Furthermore, the shareholders of Musti that accept the Tender Offer authorise their account operator, Nordea or a party appointed by Nordea to perform necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all the shares held by the shareholder of Musti at the time of the execution of trades under the Tender Offer to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the completion trades of the Tender Offer or the settlement thereof, the sales reservation or the restriction on the right of disposal will be removed and the Offer Price will be transferred to the relevant shareholders of Musti.

By accepting the Tender Offer, the accepting shareholder authorises his/her depository participant to disclose the necessary personal data, the number of his/her book-entry account and the details of the acceptance to the parties involved in the order or the execution of the order and settlement of the Shares.

Right of Withdrawal of Acceptance

An acceptance of the Tender Offer may be withdrawn by a shareholder of Musti at any time before the expiration of the Offer Period (including any extended or discontinued extended Offer Period) until the Offeror has announced that all Conditions to Completion have been satisfied or waived by the Offeror, that is, the Offeror has declared the Tender Offer unconditional. After such announcement, the acceptances of the Tender Offer may not be withdrawn, except in the event that a third party announces a competing public tender offer for the Shares before the execution of the completion trades of the Shares as set out under “Completion of the Tender Offer” below.

A valid withdrawal of an acceptance of the Tender Offer requires that a withdrawal notification is submitted in writing (and/or in accordance with the instructions set by the account operator) to the account operator to whom the original acceptance was submitted.

For nominee-registered Shares, the shareholders must request the relevant custodian of the nominee-registered shareholder to execute a withdrawal notification.

If a shareholder of Musti validly withdraws an acceptance of the Tender Offer, the sales reservation or the restriction on the right of disposal with respect to Shares on the book-entry account will be removed within three (3) Finnish banking days of the receipt of a withdrawal notification.

A shareholder of Musti who has validly withdrawn its acceptance of the Tender Offer may accept the Tender Offer again during the Offer Period (including any extended or discontinued extended Offer Period) by following the procedure set out under “Acceptance Procedure of the Tender Offer” above.

A shareholder of Musti who withdraws its acceptance of the Tender Offer is obligated to pay any fees that the account operator operating the relevant book-entry account, or the custodial nominee of a nominee-registered holding may collect for the withdrawal. In accordance with the FIN-FSA Regulations and Guidelines, if a competing tender offer has been announced during the Offer Period and the completion of the Tender Offer has not taken place, neither the Offeror nor Nordea (in its capacity as arranger) will charge the shareholders for validly withdrawing their acceptance in such a situation.

In the event of a Subsequent Offer Period, the acceptance of the Tender Offer will be binding and cannot be withdrawn, unless otherwise provided under mandatory law.

Technical Completion of the Tender Offer

When an account operator has received the properly completed and duly executed acceptance form or acceptance otherwise approved by the Offeror with respect to the Shares in accordance with the terms and conditions of the Tender Offer, the account operator will enter a sales reservation or a restriction on the right of disposal into the relevant shareholder’s book-entry account. In connection with the completion trade of the Tender Offer or the settlement thereof, the sales reservation or the restriction on the right of disposal will be removed and the Offer Price will be paid to the relevant shareholder.

Announcement of the Result of the Tender Offer

The preliminary result of the Tender Offer will be announced by way of a stock exchange release on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of such preliminary result, it will be announced whether the Tender Offer will be completed subject to the Conditions to Completion being satisfied or waived on the date of the Offeror’s final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced by way of a stock exchange release on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period) at the latest (the “Result Announcement Date“). In connection with the announcement of the final result, the percentage of the Shares that have been validly tendered and accepted in the Tender Offer, and that have not been validly withdrawn, will be confirmed.

In the event of a Subsequent Offer Period, the Offeror will announce by way of a stock exchange release the initial percentage of the Shares validly tendered during the Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.

Completion of the Tender Offer

The completion trades of the Tender Offer will be executed with respect to all of those Shares of Musti that have been validly accepted, and not validly withdrawn, no later than on the tenth (10th) Finnish banking day following the announcement of the final result of the Tender Offer (the “Completion Date“), preliminary expected to be on 22 February 2024. If possible, the completion trades of the Shares will be executed on Nasdaq Helsinki, provided that such execution is allowed under the rules applied to trading on Nasdaq Helsinki. Otherwise, the completion trades will be made outside Nasdaq Helsinki. The completion trades of the Shares will be settled on or about the Completion Date (the “Settlement Date“), preliminary expected to be on 22 February 2024.

Terms of Payment and Settlement

The Offer Price will be paid on the Settlement Date to each shareholder of Musti who has validly accepted, and not validly withdrawn, the Tender Offer into the management account of the shareholder’s book-entry account. In any case, the Offer Price will not be paid to a bank account situated in Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, New Zealand or South Africa or any other jurisdiction where the Tender Offer is not being made (see “Restrictions and Important Information“). If the management account of a shareholder of Musti is with a different financial institution than the applicable book-entry account, the Offer Price will be paid into such cash account approximately two (2) Finnish banking days later in accordance with the schedule for payment transactions between financial institutions.

In the event of a Subsequent Offer Period, the Offeror will in connection with the announcement thereof announce the terms of payment and settlement for the Shares tendered during the Subsequent Offer Period. The completion trades with respect to Shares validly tendered and accepted in accordance with the terms and conditions of the Tender Offer during the Subsequent Offer Period will, however, be executed within not more than two (2) week intervals.

The Offeror reserves the right to postpone the payment of the Offer Price if payment is prevented or suspended due to a force majeure event, but will immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

If all the Conditions to Completion are not met and the Offeror does not waive such conditions or extend the Offer Period, the Tender Offer will expire, and no consideration will be paid for the tendered Shares.

Transfer of Ownership

Title to the Shares in respect of which the Tender Offer has been validly accepted, and not validly withdrawn, will pass to the Offeror on the Settlement Date against the payment of the Offer Price by the Offeror to the tendering shareholder. In the event of a Subsequent Offer Period, title to the Shares in respect of which the Tender Offer has been validly accepted during a Subsequent Offer Period will pass to the Offeror on the relevant settlement date against the payment of the Offer Price by the Offeror to the tendering shareholder.

Transfer Tax and Other Payments

The Offeror will pay any transfer tax that may be charged in Finland in connection with the sale of the Shares pursuant to the Tender Offer.

Fees charged by account operators, asset managers, nominees or any other person for the release of collateral or the revoking of any other restrictions preventing the sale of the Shares, will be borne by each relevant shareholder of Musti. Each shareholder of Musti is liable for any fees that relate to a withdrawal of an acceptance made by such shareholder.

The Offeror is liable for any other customary costs caused by the registration of entries in the book-entry system required by the Tender Offer, the execution of trades pertaining to the Shares pursuant to the Tender Offer and the payment of the Offer Price.

The receipt of cash pursuant to the Tender Offer by a shareholder may be a taxable transaction for the respective shareholder under applicable tax laws, including those of the country of residency of the shareholder. Any tax liability arising to a shareholder from the receipt of cash pursuant to the Tender Offer will be borne by such shareholder. Each shareholder is urged to consult with an independent professional adviser regarding the tax consequences of accepting the Tender Offer.

Other Matters

This Tender Offer Document and the Tender Offer are governed by Finnish law. Any disputes arising out of or in connection with the Tender Offer will be settled by a court of competent jurisdiction in Finland.

The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act. Should the FIN-FSA issue an order regarding an extension of the Offer Period, the Offeror reserves the right to decide upon the withdrawal of the Tender Offer in accordance with Chapter 11, Section 12 of the Finnish Securities Markets Act.

Should a competing tender offer be published by a third party during the Offer Period, the Offeror has the right, as stipulated in Chapter 11, Section 17 of the Finnish Securities Markets Act, to (i) decide upon an extension of the Offer Period; (ii) decide upon an amendment of the terms and conditions of the Tender Offer; and (iii) decide, during the Offer Period, but before the expiration of the competing tender offer, to let the Tender Offer lapse. The Offeror will decide on all other matters related to the Tender Offer, subject to applicable laws and regulations and the provisions of the Combination Agreement.

Other Information

Nordea acts as the arranger in relation to the Tender Offer outside the United States, which means that it performs certain administrative services relating to the Tender Offer. This does not mean that a person who accepts the Tender Offer (the “Participant“) will be regarded as a customer of Nordea as a result of such acceptance. A Participant will be regarded as a customer only if Nordea has provided advice to the Participant or has otherwise contacted the Participant personally regarding the Tender Offer. If the Participant is not regarded as a customer, the investor protection rules under the Finnish Act on Investment Services (747/2012, as amended) will not apply to the acceptance. This means, among other things, that neither the so-called customer categorisation nor the so-called appropriateness test will be performed with respect to the Tender Offer. Each Participant is therefore responsible for ensuring that it has sufficient experience and knowledge to understand the risks associated with the Tender Offer.

Important Information regarding NID and LEI

According to Directive 2014/65/ EU on markets in financial instruments (MiFID II), all investors must have a global identification code from 3 January 2018, in order to carry out a securities transaction. These requirements require legal entities to apply for registration of a Legal Entity Identifier (LEI) code, and natural persons need to state their NID (National ID or National Client Identifier) when accepting the Tender Offer. Each person’s legal status determines whether a LEI code or NID number is required and the book-entry account operator may be prevented from performing the transaction to any person if LEI or NID number is not provided. Legal persons who need to obtain a LEI code can contact the relevant authority or one of the suppliers available on the market. Instructions for the global LEI system can be found on the following website: www.gleif.org/en/about-lei/get-an-lei-find-lei-issuing-organizations. Those who intend to accept the Tender Offer are encouraged to apply for registration of a LEI code (legal persons) or to acquire their NID number (natural persons) well in advance, as this information is required in the acceptance at the time of submission.

Information about Processing of Personal Data

Shareholders who accept the Tender Offer will submit personal data, such as name, address and NID, to Nordea, which is the controller for the processing. Personal data provided to Nordea will be processed in data systems to the extent required to administer the Tender Offer. Personal data obtained from sources other than the customer may also be processed. Personal data may also be processed in the data systems of companies with which Nordea cooperates and it may be disclosed to the Offeror and the members of the Consortium to the extent necessary for administering the Tender Offer. Address details may be obtained by Nordea through an automatic procedure executed by Euroclear Finland. Additional information on processing of personal data by Nordea, including details on how to exercise data subjects’ rights, may be found at www.nordea.fi/en/personal/get-help/your-rights-to-personal-data.html and www.nordea.com/en/privacy-policy.

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