Innofactor Plc

Onni Bidco Oy to commence redemption proceedings in respect of the remaining minority shares in Innofactor Plc

Innofactor Plc | Stock Exchange Release | November 25, 2024 at 14:50 EET

Onni Bidco Oy to commence redemption proceedings in respect of all remaining minority shares in Innofactor Plc as soon as possible

Onni Bidco Oy ("Onni Bidco") has informed Innofactor Plc ("Innofactor") that it holds more than nine tenths (9/10) of all the shares and votes carried by the shares in Innofactor and that Onni Bidco therefore has the right and the obligation under Chapter 18, Section 1 of the Finnish Companies Act to redeem the shares held by the other shareholders of Innofactor at fair price. Onni Bidco holds approximately 95.71 percent of all issued and outstanding shares in Innofactor.

Onni Bidco has decided to exercise its redemption right pursuant to the Finnish Companies Act and to redeem all the shares held by all other remaining shareholders in Innofactor. To implement the redemption of the remaining shares, Onni Bidco will initiate redemption proceedings, as provided in the Finnish Companies Act, as soon as possible.

In the redemption proceedings, Onni Bidco will demand that the redemption price (“Redemption Price”) for the remaining shares is set to EUR 1.68 per share less the amount of any distribution of dividends or other distribution of funds or other assets to Innofactor’s shareholders, if a record date with respect to such distribution is before the shares subject to redemption have been transferred to Onni Bidco. The Redemption Price corresponds to the offer price for each share in Innofactor offered by Onni Bidco in the voluntary recommended public cash tender offer announced on July 22, 2024 for all the issued and outstanding shares in Innofactor. In addition, the Redemption Price also corresponds to the highest price paid by Onni Bidco in its market purchases of Innofactor shares, including the purchases on 15 November 2024, the settlement of which has resulted in Onni Bidco's holding in Innofactor exceeding nine tenths of the shares and votes carried by the shares.

According to Onni Bidco’s notification to Innofactor, Onni Bidco is responsible for any transfer tax that may be levied in Finland as a result of the redemption of the shares as well as fees and charges arising from the registrations made in the book-entry system as a result of the redemption proceedings.

It is Onni Bidco’s intention to apply for the shares in Innofactor to be delisted from the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). Onni Bidco reserves the right to continue to acquire shares on or after the date of this stock exchange release in public trading on Nasdaq Helsinki, or otherwise to the extent permitted by applicable laws and regulations.

Investor and media enquiries:

Iida Suominen (Innofactor), ir@innofactor.com, +358 40 716 7173
Lasse Lautsuo (Innofactor), ir@innofactor.com, +358 50 480 1597

Distribution:
NASDAQ Helsinki
Main media

ABOUT INNOFACTOR
Innofactor is the leading promoter of the modern digital organization in the Nordic countries for its approximately 1,000 customers in the commercial and public sectors. Innofactor has the widest solution offering and leading know-how in the Microsoft ecosystem in the Nordics. Innofactor’s offering includes planning services for business-critical IT solutions, project deliveries, implementation support and maintenance services, as well as own software and services. Innofactor employs nearly 600 experts in Finland, Sweden, Denmark and Norway. Innofactor’s shares are listed on Nasdaq Helsinki with the ticker symbol IFA1V.