SUNNYVALE, Calif., May 9, 2011 – Trimble Navigation Limited ("Trimble") today announced a public tender offer, to be made by its subsidiary Trimble Finland Oy, for all issued and outstanding shares in Tekla Corporation ("Tekla") for EUR 15.00 per share in cash representing an aggregate equity purchase price of approximately EUR 337 million (or approximately $489 million). The consideration represents a premium of 52 per cent to the closing price of Tekla shares on NASDAQ OMX Helsinki Ltd on 6 May 2011, the last trading day before this announcement and a premium of 59 per cent to the 3 month average volume weighted adjusted share price, adjusted for Tekla’s recent dividend distribution of EUR 0.60 per share. The board of directors of Tekla may, pursuant to the authorization granted by the annual general meeting held on 6 April 2011, resolve to distribute additional dividends or other funds to its shareholders in the maximum amount of EUR 18 million, or up to EUR 0.80 per share, before the completion of the tender offer. If this occurs prior to the completion of the tender offer, it would result in an equal reduction in the above stated per share offer price of up to EUR 0.80 per share.
Tekla is a leading provider of Building Information Modeling ("BIM") software, with more than 5,000 customers worldwide in the construction industry. Tekla also offers model driven solutions for customers in the infrastructure and energy industries (in particular energy distribution, public administration and civil engineering and utilities). Headquartered in Espoo, Finland, with a U.S. office in Atlanta, Georgia, Tekla has approximately 500 employees and operations in 15 countries worldwide.
Tekla today announced first quarter 2011 revenue of EUR 15.79 million, with operating result margin of 19 per cent and earnings per share of 0.09 euros. In fiscal 2010, Tekla reported revenues of approximately EUR 58 million, including approximately EUR 52 million in software license and support revenues. This represented revenue growth of 16 per cent as compared to fiscal 2009. Operating profit for fiscal 2010 before depreciation and amortization was EUR 12 million, representing an operating margin of 20 per cent.
"Trimble’s offer is attractive to Tekla’s shareholders and reflects Tekla’s improving business and financial performance while providing an outstanding opportunity to accelerate Tekla’s global growth. Given the strategic reasons outlined below and our common product vision, significant value to customers is to be gained if Tekla becomes a part of the Trimble organization. The board of directors and the management of Tekla are of the opinion that this is a beneficial development for Tekla’s shareholders, customers and employees," said Olli-Pekka Laine, Tekla’s chairman of the board.
Strategic Rationale
The integration of Tekla’s BIM software solutions with Trimble’s building construction estimating, project management and BIM-to-field solutions will enable a compelling set of productivity solutions for contractors around the world. Additionally, Tekla’s infrastructure and energy solutions will complement Trimble’s growing portfolio of utilities and municipalities solutions. Clients around the world will benefit from dedicated workflows and productivity solutions that are unmatched in the construction industry today. Additionally, Trimble’s significant global customer base will immediately extend Tekla’s customer reach, while Tekla’s global presence in the building and construction market will bolster Trimble’s own customer reach.
"The addition of Tekla will enhance Trimble’s current construction software portfolio by expanding our BIM capabilities," said Steven W. Berglund, Trimble’s president and chief executive officer. "The ability to integrate data throughout a project lifecycle, while eliminating costs through better accuracy and interoperability, is key to our customer’s success. BIM is becoming a strategic element in accomplishing this. Tekla and Trimble’s combined solutions will enable us to provide our customers with the broadest and most sophisticated BIM capability available today," Berglund concluded
BIM is a process being rapidly adopted by the world’s construction, engineering, and architectural communities to produce, communicate and analyze building models. Trimble’s BIM focus is on the deployment of integrated solutions for the contracting community, with enhanced use further in the construction process including "BIM to field". Trimble’s "BIM to field" vision extends the design data created in the office down to field level systems for precise delivery of design and construction elements. The result is a more efficient and accurate project, enabled through the collaboration of the project’s trade groups, interconnected through the use of office and field tools.
The Tender Offer
Trimble and Tekla have on 8 May 2011 entered into a combination agreement, according to which Trimble Finland Oy ("Trimble Finland" or the "Offeror"), a wholly owned subsidiary of Trimble, will make a public tender offer to purchase all the issued and outstanding shares in Tekla that are not owned by Tekla itself. Pursuant to the agreement, the offer period for the Tender Offer is expected to commence on 19 May 2011 and expire on 17 June 2011.
Gerako Oy, holding approximately 38 percent of the shares and 38 percent of the votes in Tekla, has given an irrevocable and unconditional undertaking to accept the Tender Offer. Ari Kohonen, the chief executive officer and a board member of Tekla, is the chairman of the board of Gerako Oy. For the sake of good order, Trimble has agreed to restrictions on transfer of any shares acquired from Gerako Oy pursuant to the irrevocable undertaking for a fixed period following acquisition. In addition, shareholders representing in the aggregate approximately 23.4 percent of the Company’s shares and votes have confirmed their support for the Offer and undertaken to tender their shares in the Offer (unless a higher offer is available).
"Gerako Oy has been the largest shareholder of Tekla for more than 20 years. During that period Tekla has evolved from a company serving predominantly Finnish customers with some 50 employees to a focused software product company serving international customers in 100 countries with 500 employees. Gerako is convinced that as a part of the Trimble organization growth can be accelerated to a new level, beyond what would be possible as an independent company," said Ari Kohonen, chairman of the board.
Represented by its conflict-free members, the board of directors of Tekla unanimously recommends that the shareholders of Tekla accept the Tender Offer. The board of directors of Tekla has obtained a fairness opinion from Carnegie Investment Bank AB, Finland branch, according to which the Tender Offer is fair to the shareholders of Tekla from a financial point of view. The board recommendation and the fairness opinion will be included in full in the tender offer document expected to be available on or before 19 May 2011.
The intention of Trimble Finland is to acquire all the Shares in Tekla. Should Trimble Finland obtain more than 90 percent of the Shares and voting rights in Tekla, it intends to initiate compulsory acquisition proceedings, under the relevant provisions of the Finnish Companies Act, in order to acquire title to all the shares in Tekla. Trimble Finland intends to apply for the delisting of the Shares from NASDAQ OMX Helsinki as soon as the prerequisites for the delisting exist.
The number of outstanding shares in Tekla on the date of this announcement is 22,586,200 shares of which 96,600 shares are held by the Company.
The Tender Offer will not have any immediate impact on the business operations or assets of Tekla. The businesses of Trimble and Tekla will be combined upon the consummation of the Tender Offer based upon a detailed integration plan to be developed jointly by the managements of Trimble and Tekla. The Offeror does not currently foresee that its strategic plans for Tekla will have any adverse effect on Tekla’s employees or business locations.
Transaction Financing
Trimble and Trimble Finland intend to finance the purchase of the Tekla shares through the use of internally generated cash and a new credit facility of $1.1 billion. The facility has terms and conditions for draw-downs that are typical in financing of this kind. The terms and conditions are not expected to have any effect on the completion of the Tender Offer.
Trimble or its subsidiaries, including Trimble Finland, do not hold any shares or other securities issued by Tekla on the date of this announcement. Based on its assessment of the respective businesses and scope of operations of Trimble and Tekla, Trimble and Trimble Finland do not expect any competition or other regulatory filings to be required for the completion of the Tender Offer.
The completion of the tender offer is subject to, among other things, Trimble Finland obtaining more than 90 percent of the issued and outstanding shares and voting rights of Tekla on a fully diluted basis, the receipt of all regulatory approvals, no material adverse change occurring, and such further conditions as are more fully described in the principal terms and conditions of the Tender Offer included in the Annex below.
Advisers
Lazard acts as the financial adviser to Trimble and Nordea coordinates the acceptance procedure.
Hannes Snellman Attorneys Ltd acts as the legal adviser to Trimble in Finland and Weil, Gotshal & Manges LLP in the United States.
Borenius & Kemppinen Oy acts as legal adviser to Tekla.
Press Conference
A press conference regarding the tender offer will be held today 9 May 2011 at 12.30 p.m. Finnish time at WTC Helsinki, Aleksanterinkatu 17, meeting room 2. The event will take place in English.
You can listen to the meeting live at http://www.goodmood.fi/tekla/index.php?videoId=30846441. The recording of the meeting will be available on Tekla’s web site at www.tekla.com > Investors later on.
There will be presentations by Mr Ari Kohonen, Tekla’s CEO and Mr Steven W. Berglund, Trimble’s President and CEO at the meeting.
NB! The previously announced conference call in English at 3:30 will be hereby canceled.
Trimble Navigation Limited Tekla Corporation
Trimble Finland Oy
Further Information
For more information, please contact:
Tekla Corporation: Ari Kohonen, CEO, tel. +358 50 641 24
Timo Keinnen, CFO, tel. +358 400 813 027
Distribution: NASDAQ OMX Helsinki Oy, Principal Media, www.tekla.com
Tekla Corporation
Tekla Corporation drives the evolution of digital information models with its software, providing a growing competitive advantage to customers in the construction, infrastructure and energy industries. Tekla’s net sales for 2010 were nearly EUR 58 million and operating income was EUR 10 million. International operations accounted for approximately 80 per cent of net sales. Tekla has customers in 100 countries, offices in 15 countries and a worldwide partner network. Tekla Group currently employs about 500 people, of whom nearly 200 work outside of the headquarters in Finland. Tekla was established in 1966, and is one of the longest-operating Finnish software companies.
Trimble Navigation and Trimble Finland
Trimble Finland is an indirectly wholly owned subsidiary company of Trimble. Trimble Finland has never conducted and at present does not conduct any business and its sole business purpose is to make the Tender Offer, to take all actions to finance and complete the Tender Offer and subsequently to operate as the parent company of Tekla.
Trimble applies technology to make field and mobile workers in businesses and government significantly more productive. Solutions are focused on applications requiring position or location-including surveying, construction, agriculture, fleet and asset management, public safety and mapping. In addition to utilizing positioning technologies, such as GPS, lasers and optics, Trimble solutions may include software content specific to the needs of the user. Wireless technologies are utilized to deliver the solution to the user and to ensure a tight coupling of the field and the back office. Founded in 1978, Trimble is headquartered in Sunnyvale, Calif. For more information visit: www.trimble.com.
Disclaimer
The Tender Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of persons, directly or indirectly in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated in the Tender Offer Document. This announcement, the Tender Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction by any means including without limitation mail, facsimile transmission, e-mail, telephone or Internet. In particular, the tender offer is not being made to Australia, the Hong Kong special administrative region of the People’s Republic of China, Canada, Japan, New Zealand, South Africa or the United States.
ANNEX
PRINCIPAL TERMS OF THE TENDER OFFER
The Tender Offer price will be EUR 15.00 per share paid in cash (the price will be adjusted if any dividends or other distributions are made by the Company prior to the completion of the Tender Offer) . The offer period for the Tender Offer is expected to commence on 19 May 2011 and expire on 17 June 2011.
The completion of the Tender Offer through purchase of outstanding shares in Tekla by Trimble Finland will be subject to satisfaction of each of the following conditions:
(a) the valid tender of Outstanding Shares representing (together with any Outstanding Shares that may be held by the Offeror) more than 90 percent of the issued and outstanding shares and votes of the Company on a fully diluted basis;
(b) the receipt of necessary regulatory, permits and consents, including competition clearances, and that any conditions set in such permits, consents or clearances, including, but not limited to, any requirements for the disposal of any assets of the Offeror or the Company or any reorganization of the business of the Offeror or the Company, are acceptable to the Offeror in that they are not materially adverse to the Offeror or the Company or to the consummation of the Offer contemplated hereunder;
(c) no event, circumstance or change having occurred after the Launch Date that would result in or constitute, or can reasonably expected to result in a Material Adverse Change (as defined below);
(d) no decision to distribute dividends or other funds to its shareholders has been taken by the Company after the Launch Date (other than a distribution of up to EUR 18,000,000.00 in the aggregate based on the authorization of the Company’s annual general meeting held on 6 April 2011);
(e) no order or regulatory action by a court or regulatory authority of competent jurisdiction preventing, postponing or materially challenging the completion of the Offer or the exercise of the rights of ownership of Outstanding Shares by the Offeror has been issued;
(f) Offeror shall not have received information previously undisclosed to Offeror that has resulted in or constituted, or would have high probability of resulting in or constituting a Material Adverse Change;
(g) the external financing committed to the Offeror for purchasing the Shares pursuant to the Offer is still available to the Offeror in accordance with the terms thereof;
(h) the Combination Agreement has not been terminated and it is still in force;
(i) The Recommendation of the Board of Directors of the Company is in force and has not been amended; and
(j) no Competing Offer has been made for the Outstanding Shares of the Company.
"Material Adverse Change" means target or any of its subsidiaries becoming insolvent, subject to administration, bankruptcy or any other equivalent proceedings of if any legal proceedings or corporate action is taken by or against any of them in respect of any such proceedings or any material adverse change in, or material adverse effect to, the business, assets, financial condition or results of operations of Company and its subsidiaries, taken as whole, but not material changes in the general financial and economic conditions affecting the financial markets in general.
"Competing Offer" means that an announcement regarding another public tender offer for the Company has been made by a third party.
The Offeror reserves the right to withdraw the Tender Offer in the event that any of the Conditions to Completion is not fulfilled or will not be fulfilled.
The Offeror may, to the extent permitted by law, waive any of the Conditions to Completion that are not fulfilled. If all Conditions to Completion have been fulfilled by the end of the Offer Period or the extended or discontinued Offer Period or the Offeror has waived the requirement for the fulfilment of all or some of them, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiry of the Offer Period by purchasing Outstanding Shares by paying the Consideration to the shareholders of the Company that have validly accepted (and valdily not withdrawn such acceptance) the Offer.
The detailed terms and conditions of the Tender Offer will be included in the tender offer document which is expected to be available on or before 19 May 2011.