DNV Announces a Voluntary Recommended Public Cash Tender Offer for all Shares and Stock Options in Nixu
Information about the Tender Offer is made available at www.tenderoffer.fi/en/nixu/.
Redemption proceedings of minority shares
Notice to shareholders (October 2, 2023).
DNV AS has provided Nixu with the following information regarding the timetable of the redemption process of minority shares:
- DNV has notified Nixu of its redemption right and obligation on June 12, 2023. Information regarding the arising of the redemption right and obligation of minority shares in Nixu has been recorded with the Finnish Trade Register on June 15, 2023.
- Between August 18, and August 21, 2023, DNV has mailed a copy of the application sent to the Redemption Committee and the letter of the Redemption Committee relating to the application as well as the contact details of the trustee to all minority shareholders of Nixu, whose name and address are known to the company. Attorney-at-law Olli Iirola was appointed as the trustee.
- On August 22, 2023, DNV has published the main contents of the application to the Redemption Committee and the contact details of the trustee in the Official Gazette of Finland.
- In its meeting held on September 13, 2023, the Redemption Committee appointed an arbitral tribunal consisting of one member for the arbitration proceeding concerning the redemption of the minority shares in Nixu. Director, Dispute Resolution; Board Member of the Finland Arbitration Institute (FAI) Tuuli Timonen was appointed as the sole arbitrator. Between September 21, and September 22, 2023, DNV has mailed a letter of the Redemption Committee relating to appointment of the arbitral tribunal and contact details of the arbitrator to all minority shareholders of Nixu, whose name and address are known to the company.
- DNV has submitted a statement of claim to the arbitral tribunal on September 25, 2023. Between September 26, and September 27, 2023, DNV has mailed a copy of the statement of claim and minutes of the organization meeting of the arbitration proceeding (including process timetable) to all minority shareholders of Nixu, whose name and address are known to the company. The minority shareholders have until October 16, 2023 to submit possible statements regarding demands requested to be resolved with a separate procedural awards and possible demands regarding oral hearing to the trustee.
- The arbitral tribunal has issued a separate procedural award regarding existence of right to redeem the minority shares, amount of security and transfer of title December 1, 2023. In the interim award the arbitral tribunal confirmed that DNV has the right to redeem the minority shares in Nixu and that DNV has the right to obtain title to the minority shares by posting a security approved by the arbitral tribunal for the payment of the redemption price and the possible interest accruing thereon. In addition, the arbitral tribunal confirmed, that DNV has the right to pay the indisputable share of the redemption price (EUR 13 per share) together with accrued interest up until the time of the payment and decrease the amount of the security correspondingly.
- On December 1, 2023, DNV posted a security approved by the arbitral tribunal and gained title to all shares in Nixu. Trading in Nixu shares was suspended on December 1, 2023 at 3.40 p.m. EET and the Nixu shares were delisted from the official list of Nasdaq Helsinki so that the shares were listed for the last time on December 1, 2023.
- DNV is planning to pay the indisputable share of the redemption price together with accrued interest up until the time of the payment for the minority shareholders on or about by the end of year 2023. Payment of the redemption price and interest thereon does not require any actions from the minority shareholders.
- The arbitral tribunal will issue the arbitration award regarding, among other things, final redemption price in or about spring 2024.