Huhtamäki Oyj

Huhtamäki Oyj announces final results of voluntary tender offer for its notes maturing in 2026 and 2027

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 2.9.2025 AT 12:40 EEST

NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Huhtamäki Oyj announces the final results of the invitation made by OP Corporate Bank plc (the “Offeror”) to the holders of the outstanding notes, maturing in 2026 and 2027 and each issued by Huhtamäki Oyj (the “Notes”), to tender their Notes for purchase by the Offeror for cash (the “Tender Offer”).

The capitalized terms used but not defined in this announcement have the meanings given to them in the tender offer memorandum dated August 25, 2025 (the “Tender Offer Memorandum”). The Tender Offer expired on September 1, 2025 at 6:00 p.m. (Finnish time) and no further Notes can be tendered for purchase.

The Offeror (subject to satisfaction or waiver of the New Issue Condition on or prior to the 2026 Notes Settlement Date) will accept for purchase all 2026 Notes validly tendered for purchase pursuant to the Tender Offer in full, being EUR 159,500,000 in aggregate nominal amount.

The Offeror (subject to satisfaction or waiver of the New Issue Condition on or prior to the 2027 Notes Settlement Date) will accept for purchase an aggregate nominal amount of EUR 125,000,000 of 2027 Notes validly tendered for purchase pursuant to the Tender Offer, subject to proration with the 2027 Notes Proration Factor of approximately 37.142 per cent. Following the application of the 2027 Notes Proration Factor, each acceptance amount will be rounded down to the nearest EUR 100,000 in nominal value.

The Offeror will also pay accrued and unpaid interest on Notes accepted for purchase pursuant to the Tender Offer.

The final results of the Tender Offer are as follows:

The 2027 Notes Settlement Date will be September 3, 2025 and the 2026 Notes Settlement Date will be September 4, 2025.

The Notes purchased pursuant to the Tender Offer will be cancelled. The Notes not purchased pursuant to the Tender Offer will remain outstanding.

Contact Details:
Dealer Managers:
BNP PARIBAS: tel. +33 1 55 77 78 94, email: liability.management@bnpparibas.com
OP Corporate Bank plc: tel. +358 50 599 1281, email: liabilitymanagement@op.fi

Tender Agent:
OP Corporate Bank plc: tel. +358 10 252 7740, email: yhtiotapahtumat@op.fi

For further information, please contact:
Tom Erander, Vice President, Treasury, tel. +358 10 686 7893

HUHTAMÄKI OYJ
Group Communications

About Huhtamaki
Huhtamaki is a leading global provider of sustainable packaging solutions for consumers around the world. Our innovative products protect on-the-go and on-the-shelf food and beverages, and personal care products, ensuring hygiene and safety, driving accessibility and affordability, and helping prevent food waste. We embed sustainability in everything we do. 

Huhtamaki has over 100 years of history and a strong Nordic heritage. Our around 18,000 professionals are operating in 36 countries and 101 locations around the world. Our values are Care Dare Deliver. In 2024 Huhtamaki’s net sales totaled EUR 4.1 billion. Huhtamäki Oyj is listed on the Nasdaq Helsinki and the head office is in Espoo, Finland. Find out more at www.huhtamaki.com.

Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of the Notes is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its independent financial, tax or legal adviser. Any person whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law and the Tender Offer shall not be deemed to constitute an offer to holders of the Notes in any jurisdiction where registration or other requirements would make such offer unlawful. Neither the Offeror, the Dealer Managers nor Huhtamaki makes any recommendation as to whether holders of the Notes should tender Notes pursuant to the Tender Offer. The information, statements and opinions contained in this announcement does not constitute or form part of and should not be construed as, an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

United States: The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the Securities Act (each, a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving this announcement or the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Offeror, the Tender Agent and the Dealer Managers such person’s compliance with these restrictions. Any purported acceptance of Notes in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

United Kingdom: The communication of this announcement by the Issuer, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to: (1) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or (2) persons who are within Article 43(2) of the Financial Promotion Order or (3) any other person to whom it may otherwise lawfully be made under the Financial Promotion Order.