Alfa Laval AB (publ), a Swedish public limited liability company, and Neles Corporation have on 13 July 2020 entered into a combination agreement pursuant to which Alfa Laval will make a voluntary recommended public cash tender offer for all issued and outstanding shares in Neles that are not held by Neles or any of its subsidiaries. This page contains a summary with latest updates and published material related to the process. Please see the documentation for detailed information.

Summary of the tender offer

  • Neles and the Alfa Laval announced on 13 July 2020 that they had entered into a combination agreement setting out, among other things, the main terms and conditions pursuant to which Alfa Laval shall make a tender offer for the shares in Neles.
  • Alfa Laval announced on 12 August 2020 that it will commence the tender offer
  • The offer price is EUR 11.50 in cash for each share validly tendered into the tender offer, subject to the terms and conditions of the tender offer
  • The offer price represents a premium of
    • 32.8 % compared to the closing price per share on 10 July 2020
    • 35.8 % compared to the volume-weighted average trading price of the shares over the period from 1 July 2020 to 10 July 2020
    • 29.6 % compared to the volume-weighted average trading price of the shares over the period from 1 July 2020 to 10 July, excluding the impact of Valmet Corporation’s acquisition of shares representing 14.88 percent of all shares in Neles from Solidium Oy.
  • The offer period will commence on 13 August 2020 and will expire on 30 October 2020 (offer period extended).
  • The completion of the Tender Offer is conditional upon certain conditions, including, among others, the Alfa Laval having gained control of more than more than fifty percent (50%) (prior to the amendment: more than two thirds (2/3)) of the issued and outstanding shares and voting rights in Neles. 
  • Should Alfa Laval obtain less than 90% but more than two-thirds (2/3) of the issued and outstanding shares and votes in Neles, Alfa Laval has stated that it would assess alternatives to acquire the remaining shares in Neles over time. 

Read more about the tender offer on Alfa Laval's website

Tender offer document

Alfa Laval has prepared a tender offer document relating to the tender offer, which was published by Alfa Laval on 13 August 2020.

The tender offer document includes detailed terms and conditions and additional information of the tender offer. Shareholders are recommended to carefully read the tender offer document, including the terms and conditions of the tender offer.

The tender offer document prepared by Alfa Laval is available at the link below:

Tender offer document

Supplement document October 1, 2020

Supplement document October 16, 2020

Supplement document October 21, 2020

Supplement document October 28, 2020

Certain key dates

According to the Finnish Securities Market Act, the Board has an obligation to prepare a public statement regarding the Tender Offer, with well-founded assessment of the Tender Offer from the perspective of Neles and its shareholders.

The Board of Directors has carefully assessed the Tender Offer and its terms and conditions based on the draft Tender Offer Document provided by Alfa Laval, a Fairness Opinion provided by Morgan Stanley & Co. International plc, and other available information.

Based on the foregoing, the Board has considered that the Tender Offer and the amount of the Offer Price are, under the prevailing circumstances, fair to the shareholders of Neles.

Given the above-mentioned viewpoints, the members of the Board who participated in the decision-making have unanimously recommended that the shareholders of Neles accept the Tender Offer.

Releases and other materials

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