BOREO PLC AND SIEVI CAPITAL PLC CONSIDER A COMBINATION
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
On 18 August 2021, the Boards of Directors of Boreo Plc (“Boreo”) and Sievi Capital Plc (“Sievi”) announced that they have signed a letter of intent (“Letter of Intent”), pursuant to which the parties are looking into a potential combination between Boreo and Sievi (“Contemplated Combination”).
The Contemplated Combination would result in creation of one of the leading growth platforms for small and medium sized companies in Helsinki Stock Exchange.
The purpose of the signed Letter of Intent is to allow the parties to assess the possible combination and its specific conditions. The Letter of Intent does not obligate the parties to complete the Contemplated Combination or any other arrangement.
The independent members of the Board of Directors who are responsible for preparing the Contemplated Combination, have stated that they preliminarily support the Contemplated Combination. The completion of the Contemplated Combination requires, among other things, that mutual due diligence reviews are conducted and accepted and that the parties reach an agreement on the legal procedure of completing the Contemplated Combination, including a combination agreement and other necessary transaction agreements. In addition to this, the Boards of Directors of both companies will acquire fairness opinions in line with general market practice to support their views before signing the binding combination and transaction agreements. The parties aim to sign the combination agreement and other transaction agreements in September 2021.
Provided that the companies reach an agreement on the conditions of the combination, the shareholders of both companies would decide on the combination.
Preato Capital AB, the largest shareholder of Boreo and Sievi, has stated that it preliminarily supports the Contemplated Combination. As at the date of this release, Preato Capital AB owns 73.3% of the shares and votes in Boreo and 23.23% of the shares and votes in Sievi. The representatives of Preato Capital AB have not participated in the decisions concerning the combination in the Boards of Directors of Boreo and Sievi.
For further information about the announced potential Contemplated Combination, please visit:
Boreo website: boreo.com
Sievi Capital website: sievicapital.fi
Preato Capital in brief
Preato Capital is a privately owned company group that acquires and manages small and medium-sized companies in the Nordic region with focus on businesses with a proven business model and good cash flow. Preato Capital is an active, professional and responsible owner making investments from its own balance sheet. The overall strategy is built on long-term value creation without any pre-determined horizon for our ownership commitments. Preato Capital has offices in both Stockholm and Helsinki.
This release is not an offer of shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. If the Contemplated Combination is completed, the shares in the combined company will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
This release does not constitute an offer of or an invitation by or on behalf of, Boreo, Sievi, Preato Capital AB or any other person, to purchase any securities.
This release includes ‘forward-looking statements’ that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in the forward-looking statements. Neither Boreo, Sievi, Preato Capital AB nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
Further, there can be no certainty that the Contemplated Combination will be completed in the manner and timeframe described in this release, or at all.