Recommended cash tender offer for Terveystalo Healthcare OYJ of Finland
Bridgepoint today launched a recommended cash tender offer for Terveystalo Healthcare Oyj of Finland.
European private equity fund Bridgepoint, via Star Healthcare Oy (“Star Healthcare”), a newly incorporated Finnish limited liability company ultimately owned by Bridgepoint Europe IV, and Terveystalo Healthcare Oyj (“Terveystalo”) have today entered into a Transaction Agreement whereby Star Healthcare will make a public tender offer to purchase all of the issued and outstanding shares that are not owned by Terveystalo and option rights in Terveystalo (the “Tender Offer”).
Summary of the Tender Offer
- The price offered in the Tender Offer will be EUR 2.00 per share in cash, representing a premium of approximately 203.0 per cent compared to the closing price of the Terveystalo shares on NASDAQ OMX Helsinki Ltd. (“NASDAQ OMX Helsinki”) on 16 January 2009, the last trading day preceding this announcement.
- The Tender Offer values the issued share capital and option rights of Terveystalo at EUR 162 million
- Terveystalo shareholders representing in total approximately 51.8 per cent of the shares and votes in Terveystalo, including Mutual Pension Insurance Companies Ilmarinen and Varma, other major insurance companies and certain Board members, the Managing Director and certain members of the management team of Terveystalo, have undertaken irrevocably and unconditionally to accept the Tender Offer.
- The Board of Directors of Terveystalo unanimously recommends the shareholders and holders of option rights to accept the Tender Offer.
- The acceptance period of the Tender Offer is expected to commence on 26 January 2009 and to run until 16 February 2009.
Mikael Lövgren, Partner responsible for Bridgepoint’s investment activities in the Nordic region, says: “As the demand for healthcare services in Finland is increasing, the need for the private sector to complement the public healthcare is also growing. Terveystalo is the leading private healthcare service provider in Finland and has therefore unique possibilities to respond to this market trend. By providing the management with support in terms of experience and capital, we can support Terveystalo’s management to continue to expand and strengthen Terveystalo’s leading market position.”
Kari Neilimo, Vice Chairman of the Board of Directors of Terveystalo comments: “Terveystalo has since its foundation in 2001 quickly reached its goal to become the largest private healthcare service company in Finland with more than one hundred units including 15 private clinic hospitals in more than 50 municipalities. The company needs further resources to consolidate the companies acquired by it and to continue to develop high quality healthcare services and its growth strategy.”
The two biggest shareholders of Terveystalo, Ilmarinen and Varma, each holding 14 per cent of the shares and votes, have undertaken to accept the Tender Offer.
“In the current demanding market environment, it is in our view good that the company has one single owner. This will secure the company’s development in the long term. We find this new ownership structure positive because it not only secures fair compensation to the company’s current shareholders, but also generates good prospects for the further development of the company and strengthens Terveystalo’s leadership in the growing private sector healthcare market. This solution will benefit the current shareholders, Terveystalo’s personnel as well as the company itself”, emphasizes Timo Ritakallio, the Deputy Chief Executive Officer of Ilmarinen.
According to Mikko Koivusalo, Director, Investments, responsible for Capital Markets at Varma: “We find the tender offer positive for both the current shareholders and the future of Terveystalo. Bridgepoint is committed to the development of the company and experienced in the healthcare market which will enable Terveystalo to effectively utilize the evident and significant potential in its market.”
The tender offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law and this press release is not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law by any means whatsover including, without limitation, mail, facsimile, e-mail or telephone.