Inside information: Haier Europe Appliances Holding B.V. Announces a Voluntary Public Cash Tender Offer for all Shares in Purmo

• Haier Europe Appliances Holding B.V. (“Offeror“) is providing all shareholders of Purmo Group Plc (“Purmo” or the “Company“) a superior offer of EUR 13.68 for each Class C Share (as defined below) and each Class F Share (as defined below) eligible for conversion into a Class C Share, representing 22.7 percent premium compared to the pending offer for each Class C Share other than the Class C Shares held by Rettig Oy Ab by Project Grand Bidco (as defined below). The offer price is EUR 8.28 for each Class F Share ineligible for conversion into a Class C Share.
  
  
• The Offeror’s indirect parent company, HSH (as defined below), is a global leader in smart home solutions. HSH recorded revenue of approximately EUR 33 billion in 2023, and sees itself as well equipped to support Purmo’s strategic ambitions with financial resources, R&D (as defined below) capabilities, and market access.
  
  
• HSH is keen to maintain Purmo as a thriving business unit dedicated to providing sustainable indoor climate comfort solutions in Europe within the HSH ecosystem. HSH views Purmo as a highly attractive business complementary to its existing assets globally offering a logical extension of HSH’s footprint in Europe.
  
  
• Before commencing the offer period, the Offeror is seeking the support of the non-conflicted members of Purmo’s Board of Directors and shareholders and looking forward to engaging with Purmo’s Board of Directors on delivering a successful outcome to all Purmo shareholders, employees and customers.
  
  
• The Tender Offer (as defined below) is currently expected to be completed during the fourth quarter of 2024 or the first quarter of 2025, and the Offeror is not expecting any material substantive issues affecting the completion of the Tender Offer.

The Offeror, a wholly-owned indirect subsidiary of Haier Smart Home Co., Ltd. (“HSH“), hereby announces a voluntary public all-cash tender offer for all the issued and outstanding class C shares (the “Class C Shares“) and all the issued and outstanding class F shares (the “Class F Shares,” and, together with the Class C Shares, the “Shares” or, individually, a “Share“) in Purmo that are not held by Purmo or any of its subsidiaries (the “Tender Offer“). The offer price is EUR 13.68 per share for each Class C Share and each Class F Share eligible for conversion into a Class C Share validly tendered in the Tender Offer (the “Class C Share Offer Price“) and EUR 8.28 per share for each Class F Share ineligible for conversion into a Class C Share validly tendered in the Tender Offer (the “Class F Share Offer Price,” and together with the Class C Share Offer Price, the “Offer Prices“).

Key Highlights and Summary of the Tender Offer

• The Offeror offers EUR 13.68 in cash for each Class C Share and Class F Share eligible for conversion into a Class C Share validly tendered in the Tender Offer. The offer price is EUR 8.28 in cash for each Class F Share ineligible for conversion into a Class C Share validly tendered in the Tender Offer, subject to any adjustments as described below under “Tender Offer in Brief-Offer Price.”
  
  
• The total equity value of the Tender Offer is approximately EUR 577 million.
  
  
• The Class C Share Offer Price represents a premium of:
  
  • 82.4 percent compared to EUR 7.50, the undisturbed price of the Class C Share on Nasdaq Helsinki Ltd (“Nasdaq Helsinki“) on April 25, 2024, the day prior to Project Grand Bidco (UK) Limited (“Project Grand Bidco“) initially announced its voluntary public tender offer for all issued and outstanding Shares in Purmo at EUR 9.91 per Class C Share;
    
    
  • 95.2 percent compared to EUR 7.01, the three-month volume weighted average trading price of the Class C Share on Nasdaq Helsinki prior to April 26, 2024;
    
    
  • 103.9 percent compared to EUR 6.71, the six-month volume weighted average trading price of the Class C Share on Nasdaq Helsinki prior to April 26, 2024; and
    
    
  • 22.7 percent compared to EUR 11.15, being the cash consideration offered for each Class C Share other than the Class C Shares held by Rettig Oy Ab under the improved voluntary public tender offer for all issued and outstanding shares in Purmo that Project Grand Bidco published on June 14, 2024 (the “Project Grand Bidco Offer“).
    
    
• The completion of the Tender Offer is not expected to have any immediate material effects on the business operations, assets, or the position of the management or employees, of Purmo.
  
  
• The Offeror believes that the Tender Offer is a superior alternative to the shareholders of Purmo as compared to the pending Project Grand Bidco Offer. Those shareholders of Purmo who have already accepted the Project Grand Bidco Offer are advised that should they wish to withdraw their acceptance of the Project Grand Bidco Offer, they will need to take action before the expiry of the offer period under, and in accordance with the terms and conditions of, the Project Grand Bidco Offer.
  
  
• Before commencing the offer period, the Offeror is seeking the support of the non-conflicted members of Purmo’s Board of Directors and shareholders and looking forward to engaging with Purmo’s Board of Directors on delivering a successful outcome to all Purmo shareholders, employees and customers. The commencement of the Offeror’s offer period is expected after the Offeror and Purmo entering into a combination agreement, the non-conflicted members of Purmo’s Board of Directors recommending the Tender Offer and the publication of the Tender Offer Document (as defined below).
  
  
• The financing for the Tender Offer and for the potential compulsory redemption proceedings in accordance with the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act“) has been secured through a committed bank facility. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing.
  
  
• The Offeror expects to publish a tender offer document (the “Tender Offer Document“) with detailed information on the Tender Offer on or about July 29, 2024. The offer period is expected to commence on or about July 30, 2024, and to expire on or about October 8, 2024, unless the Offeror extends the offer period in order to satisfy the conditions to completion of the Tender Offer, including, among others, receipt of all necessary regulatory approvals, or discontinues the offer period. The Tender Offer is currently expected to be completed during the fourth quarter of 2024 or the first quarter of 2025.
  
  
• The Tender Offer is conditional upon the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final results of the Tender Offer including, among others, that all necessary approvals by any regulatory authorities have been received (or where applicable, the relevant waiting periods have expired) and the Offeror having gained control of more than 80 percent of the Shares and voting rights in Purmo.

Commenting on the Tender Offer, Mr. Simon Huang, Head of Capital Markets, Investment and Development, Vice President of HSH: “We strongly believe that our offer is very attractive to all Purmo’s shareholders, providing a significant premium with respect to the pending Project Grand Bidco Offer. We see Purmo as an exciting platform poised for growth and look forward to leveraging the complementarity of the businesses of HSH and Purmo. We are seeking the support of Purmo’s Board of Directors and shareholders and looking forward to engaging with the Board of Directors on delivering a successful outcome to all Purmo’s shareholders, employees and customers.”

Commenting on the Tender Offer, Mr. Li Huagang, Executive Director, Chief Executive Officer and Chairman of the Board of HSH: “We would be very excited for the opportunity to welcome Purmo to HSH and fully support the strategy and expansion plans of Purmo. We are impressed by Purmo’s robust management team and excellent track record as indoor climate comfort solutions provider. We see this acquisition as a key opportunity, which complements our green development strategy and enhances our production and distribution capabilities within Europe. We believe that HSH is an ideal partner for Purmo and HSH’s and Purmo’s stakeholders benefit significantly from our next steps for growth and prosperity.”