13 December 2021
VIRALA ACQUISITION COMPANY PLC STOCK EXCHANGE RELEASE 13 December 2021 at 01:00 p.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.
The Extraordinary General Meeting (the “General Meeting”) of Virala Acquisition Company Plc (“VAC” or the “Company”) was held today, on Monday 13 December 2021 at 11:00 a.m. EET at Miltton House, Sörnäisten rantatie 15, 00530 Helsinki, Finland. In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, VAC sought to keep the General Meeting as short as possible and to limit the number of participants.
Resolution on the merger
The General Meeting approved the merger of Purmo Group Ltd (“Purmo Group”) into VAC through a statutory absorption merger under the Finnish Limited Liability Companies Act (624/2006, as amended) (the “Finnish Companies Act”) in accordance with the merger plan (the “Merger”) approved by the Boards of Directors of VAC and Purmo Group dated 8 September 2021 (the “Merger Plan”) and approved the Merger Plan. VAC after the Merger is hereinafter referred to as the “Combined Company”. The Merger as a whole and the resolution of the General Meeting including the resolutions concerning the amendment of the Articles of Association of the Combined Company, issuance of new shares of VAC as Merger Consideration (as defined below), increase of share capital of the Combined Company, the number of members, composition and remuneration of the Board of Directors of the Combined Company and the temporary deviation from the Charter of Shareholders' Nomination Board of VAC are conditional upon and will become effective upon the registration of the execution of the Merger.
There were no votes against the proposal on the resolution on the Merger at the General Meeting and consequently no shareholder requested redemption of class C shares of VAC pursuant to Article 10 of the Articles of Association of VAC.
A) Amendment of the Articles of Association
The General Meeting resolved, conditionally upon the completion of the Merger, to amend the Articles of Association of the Combined Company in accordance with the Merger Plan and the proposal of the Board of Directors.
B) Merger consideration
The General Meeting resolved in accordance with the Merger Plan and the proposal of the Board of Directors to issue the shareholders of Purmo Group as 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 (“Merger Consideration”) that is, the Merger Consideration shall be issued to the shareholders of each class of shares in Purmo Group in proportion to their shareholdings of such class of shares at the end of the last business day preceding the date of registration of the execution of the Merger with the trade registered maintained by the Finnish Patent and Registration Office (the “Effective Date”).
C) Increase of share capital
The General Meeting resolved in accordance with the Merger Plan and the proposal of the Board of Directors to increase the share capital of VAC by EUR 3,000,000 in connection with the registration of the execution of the Merger.
D) Number of members of the Board of Directors
The General Meeting resolved in accordance with the Merger Plan and the proposal of the Shareholders’ Nomination Board that the number of members of the Board of Directors of VAC shall be seven (7).
E) Composition of the Board of Directors
The General Meeting resolved in accordance with the Merger Plan and the proposal of the Shareholders’ Nomination Board that Alexander Ehrnrooth (current Chairman of the Board of Directors of VAC) is re-elected as a member of the Board of Directors and that Tomas von Rettig (current Chairman of the Board of Directors of Purmo Group), Matts Rosenberg (current member of the Board of Directors of Purmo Group), Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg are elected as new members of the Board of Directors.
The General Meeting resolved in accordance with the proposal of the Shareholders’ Nomination Board that Tomas von Rettig is elected as the Chairman of the Board of Directors and Matts Rosenberg is elected as the Vice Chairman of the Board of Directors.
The General Meeting resolved in accordance with the proposal of the Shareholders’ Nomination Board that the new Board composition is elected conditional upon the completion of the Merger for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of the Combined Company following the Effective Date. The term of the currently serving members of the Board of Directors not conditionally elected to continue in the Board of Directors of the Combined Company for the term commencing on the Effective Date shall end on the Effective Date.
F) Remuneration of the members of the Board of Directors
The General Meeting resolved in accordance with the Merger Plan and the proposal of the Shareholders’ Nomination Board that the members of the Board of Directors of the Combined Company conditionally elected for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of the Combined Company following the Effective Date be paid annual fees as follows:
- EUR 92,000 for the Chairman of the Board;
- EUR 53,000 for the Vice Chairman of the Board;
- EUR 53,000 for each of the Chairmen of the Board committees; and
- EUR 48,000 for each ordinary Board member.
The General Meeting resolved in accordance with the proposal of the Shareholders’ Nomination Board that approximately 40% of the annual fee be paid in the Combined Company’s class C shares. The Board members were encouraged to keep such shares for the entire duration of their board assignment. The annual fee shall be paid to the members of the Board of Directors in proportion to the length of their term of office.
The General Meeting resolved in accordance with the proposal of the Shareholders’ Nomination Board that a meeting fee be paid to the members of the Board of Directors for each meeting of the Board and its committees as follows:
- EUR 600 per meeting held in the Board member’s country of residence;
- EUR 1,200 per meeting held outside the Board member’s country of residence but on the same continent as the Board member’s country of residence;
- EUR 2,400 per meeting held on another continent than the Board member’s country of residence; or
- EUR 600 per meeting held by telephone or through virtual communication channels.
The General Meeting resolved in accordance with the proposal of the Shareholders’ Nomination Board that an additional meeting fee of EUR 600 be paid to the Chairman of the Board and the Chairmen of the Board Committees for each meeting of the Board and its committees. In addition, compensation for reasonable travel, accommodation and other expenses related to the Board of Directors and committee work are to be reimbursed according to the applicable policies of the Company.
G) Temporary deviation from the Charter of the VAC Shareholders’ Nomination Board
The General Meeting resolved in accordance with the Merger Plan and the proposal of the Board of Directors that, conditional upon the registration of the execution of the Merger, a temporary deviation is made from the Charter of the Shareholders’ Nomination Board of VAC to the effect that, 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.
Authorisation of the Board of Directors to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares
The General Meeting resolved in accordance with the proposal of the Board of Directors to authorise the Board of Directors to resolve on the issuance of class C shares as well as the issuance of special rights entitling to class C shares referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or several tranches.
The number of class C shares to be issued based on this authorisation shall not exceed 8,000,000 shares (including shares to be received based on special rights), which corresponds to approximately 20 per cent of all of class C shares in the Combined Company on the Effective Date, once Purmo Group has merged into VAC. However, a maximum of 25 per cent of the authorisation, i.e., a maximum of 2,000,000 class C shares (including shares to be received based on special rights) may be used for incentive arrangements and remuneration schemes.
The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2022. The authorisation revokes the previous authorisations granted by a unanimous resolution of the shareholders to the Board of Directors on 13 June 2021 to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares.
Authorisation of the Board of Directors to resolve on the repurchase of the Company's own shares as well as to accept them as pledge
The General Meeting resolved in accordance with the proposal of the Board of Directors to authorise the Board of Directors to resolve on the repurchase of the Company’s own class C shares as well as on the acceptance of them as pledge.
The number of class C shares to be repurchased or accepted as pledge by virtue of this authorisation shall not exceed 4,000,000 own class C shares in the Company, which corresponds to approximately 10 per cent of all of class C shares in the Combined Company on the Effective Date, once Purmo Group has merged into VAC, subject to the provisions of the Finnish Companies’ Act on the maximum amount of own shares owned by or pledged to the company and its subsidiaries.
The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2022.
Other Information
The execution of the Merger is still subject to, inter alia, all regulatory approvals required to complete the Merger having been obtained in accordance with the merger agreement. The planned Effective Date of the Merger is 31 December 2021. The planned Effective Date may change, and the actual Effective Date may be earlier or later than the above-mentioned date.
The proposed resolutions under the resolution on the Merger (including items (a)-(g)) of the Board of Directors and the Shareholders’ Nomination Board of VAC formed an entirety that required the adoption of all its individual items by a single resolution. The General Meeting could only approve or reject the proposals set out in the Merger Plan, but not amend them.
The minutes of the General Meeting will be available on VAC’s website as of 27 December 2021 at the latest.
The shareholders of Purmo Group have also today on 13 December 2021 resolved to approve the Merger Plan and resolved on the Merger in accordance with the Merger Plan.
The members of the Board of Directors of the Combined Company conditionally elected for the term commencing on the Effective Date have informed that they will elect the following members of the Board to the Board committees after the Effective Date as follows:
- Jyri Luomakoski as the Chairman of the Audit Committee with Matts Rosenberg and Alexander Ehrnrooth as members of the Audit Committee;
- Tomas von Rettig as the Chairman of the Renumeration Committee with Catharina Stackelberg and Carina Edblad as members of the Remuneration Committee; and
- Matts Rosenberg as the Chairman of the M&A Committee with Alexander Ehrnrooth and Carlo Grossi as members of the M&A Committee.
VIRALA ACQUISITION COMPANY PLC
Further information
Johannes Schulman, CEO of Virala Acquisition Company, tel. +358 50 321 7447
Distribution
Nasdaq Helsinki Ltd
Principal media
www.virala.fi
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
Important information
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.
