29 December 2021
VIRALA ACQUISITION COMPANY PLC STOCK EXCHANGE RELEASE 29 December 2021 at 09:00 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT INFORMATION” BELOW.
Virala Acquisition Company Plc (“VAC”) and Purmo Group Ltd (“Purmo Group”) announced on 8 September 2021 that the Boards of Directors of VAC and Purmo Group have agreed upon the combination of the two companies by signing a merger agreement and a merger plan, according to which Purmo Group shall be merged into VAC through a statutory absorption merger in accordance with the Finnish Companies Act whereby all assets and liabilities of Purmo Group shall be transferred without a liquidation procedure to VAC (the “Merger”). The Boards of Directors of VAC and Purmo Group have today resolved to complete the Merger in accordance with the merger plan and merger agreement entered into on 8 September 2021.
The execution of the Merger is expected to be registered at the Finnish Trade Register on 31 December 2021. The new combined company will be named Purmo Group Plc (the “Combined Company”). The Merger and subsequent listing on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) will bring Purmo Group new resources that support its strategy, growth and M&A agenda. Purmo Group’s mission is to become the global leader in sustainable indoor climate comfort solutions.
Alexander Ehrnrooth, Executive Chairman of VAC’s Board of Directors, comments: “After a successful IPO in June 2021 of VAC as the first Finnish SPAC listed on Nasdaq Helsinki and the first Nordic de-SPAC business combination, the attention now turns to developing the listed Purmo Group according to its ambitious growth strategy. VAC’s efforts to optimize the SPAC model enabled us to bring to the Finnish stock market the largest company in terms of net sales and EBITDA in 2021. I take this opportunity to thank the management team and the Board of Directors of VAC for the hard work, as well as our 3100 shareholders for the immense trust in VAC Plc. Now is time to hand over responsibility to Purmo Group’s newly formed board of directors, who together with the management team and the significant shareholders is now tasked to make Purmo Group perform to potential and grow significantly, both organically and through acquisitions.”
Issuing of new VAC class C shares as merger consideration to the shareholders of Purmo Group
The shareholders of Purmo Group shall receive as merger consideration (the “Merger Consideration”) 2.600334506 new class C shares in VAC for each class K share, 2.600334506 new class C shares in VAC for each class K1 share and 4089.270894510 new class C shares in VAC for each class P share they hold in Purmo Group (the “Merger Consideration Shares”). Shareholders of Purmo Group will own 73.3 per cent of the class C shares and 70.6 per cent of all shares of the Combined Company. The total number of the Merger Consideration Shares to be issued is expected to be 29,594,531 class C shares, resulting in 40,374,531 class C shares in total, and the total number of shares in the Combined Company, including class F shares held by Virala Corporation, would be 41,939,748 shares. Further, as a result of the Merger, all VAC’s class E shares convert automatically into class F shares upon completion of the Merger. The share capital of the Combined Company shall be increased by EUR 3,000,000 in connection with the registration of the execution of the Merger. The Merger Consideration Shares are intended to be registered at the Finnish Trade Register on 31 December 2021.
Trading in the Merger Consideration Shares and the existing class C shares of VAC on the official list of Nasdaq Helsinki is expected to begin on 3 January 2022 under the trading code PURMO (ISIN code: FI4000507488).
Composition of the Board of Directors and other resolutions of the Extraordinary General Meeting of VAC relating to the Merger
In accordance with the resolution of the Extraordinary General Meeting of VAC held on 13 December 2021 (the “EGM”), the Board of Directors of the Combined Company will consist of current VAC Board member Alexander Ehrnrooth and new Board members Tomas von Rettig, Matts Rosenberg, Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg.
Tomas von Rettig, currently Chairman of the Board of Directors of Purmo Group, will serve as Chairman of the Board of Directors of the Combined Company and Matts Rosenberg, currently Vice Chairman of the Board of Directors of Purmo Group, will serve as Vice Chairman of the Board of Directors of the Combined Company.
The term of the new Board of Directors will commence on the date of the registration of the execution of Merger with the Finnish Trade Register (the “Effective Date”) and expire at the end of the first Annual General Meeting of the Combined Company following the Effective Date.
The resolutions of the EGM regarding the amendment of the Combined Company’s Articles of Association, remuneration of the members of the Board of Directors, temporary deviation from the Charter of the VAC Shareholders’ Nomination Board, and other matters set out in the merger plan will take effect on the Effective Date of the Merger. Pursuant to the temporary deviation of the charter of the Shareholders’ Nomination Board, for the purposes of the next Annual General Meeting following the Effective Date, the members of the Shareholders’ Nomination Board will be based on the three (3) largest shareholders in the Combined Company on the tenth business day following the Effective Date.
VIRALA ACQUISITION COMPANY PLC
Johannes Schulman, CEO of Virala Acquisition Company, tel. +358 50 321 7447
Erik Hedin, CFO of Purmo Group Ltd, tel. +44 7979 363 473
Josefina Tallqvist, Investor Relations of Purmo Group Ltd, tel. +358 40 745 5276
Nasdaq Helsinki Ltd
Purmo Group is a leader in sustainable indoor climate comfort solutions in Europe. We provide complete heating and cooling solutions to residential and non-residential buildings, including radiators, towel warmers, underfloor heating, convectors, valves and controls. Our mission is to be the global leader in sustainable indoor climate comfort solutions. Our 3,500 employees operate through 46 locations in 21 countries, manufacturing and distributing top quality products and solutions to customers in more than 100 countries globally. www.purmogroup.com
Virala Acquisition Company Plc (VAC) is a Finnish acquisition company, tailored to the Finnish capital markets. The goal of VAC is to identify and execute one or more acquisitions that aim to create significant value for both the shareholders and the target company, as well as complement the Finnish capital markets. VAC seeks one or more companies and/or businesses with an estimated enterprise value ranging from approximately EUR 50 to EUR 500 million. The founding shareholder of VAC is the industrial enterprise Virala which has committed to act as a long-term anchor owner and developer of the companies to be acquired. www.virala.fi/en
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release is not an offer of Merger Consideration 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. The Merger Consideration shares have not been and 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 is for information purposes only and does not constitute an offer of or an invitation by or on behalf of, VAC, Rettig Group Ltd or Purmo Group, or any other person, to purchase any securities.
This release does not constitute a notice to an Extraordinary General Meeting or a prospectus. Any decision with respect to the proposed statutory absorption merger of Purmo Group into VAC should be made solely on the basis of information to be contained in the actual notices to the Extraordinary General Meeting of VAC and the prospectus related to the Merger as well as on an independent analysis of the information contained therein. You should consult the prospectus for more complete information about VAC, Purmo Group, their respective subsidiaries, their respective securities and the Merger. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither VAC, Rettig Group Ltd or Purmo Group, nor any of their respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of VAC, Purmo Group, their respective securities and the Merger, including the merits and risks involved. The transaction may have tax consequences for Purmo Group shareholders, who should seek their own tax advice.
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 VAC nor Purmo Group, 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 Merger will be completed in the manner and timeframe described in this release, or at all.
Nordea Bank Abp (“Nordea”) and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (“SEB”) are acting as financial advisers to VAC on certain matters outside of the United States and no one else in connection with the matters referred to herein, and will not be responsible to anyone other than VAC for providing the protections afforded to clients of Nordea and SEB, or for giving advice in connection with the transaction or any matter or arrangement referred to in this release.