Alisa Pankki Oyj (HLSE:ALISA) entered into agreement to acquire 60% stake in PURO Finance Oy from Kempinvest Oy, Accountor Group Oy, Mika Laine, as well as certain shareholders belonging to the management of PURO Finance and others for approximately ?10.4 million on April 10, 2024. Pursuant to the combination agreement, Alisa Bank will acquire PURO Finance from the current shareholders of PURO Finance in exchange for a purchase price consisting of 58,878,721 new shares in Alisa Bank (the ?Consideration Shares?). Prior to the Combination, both companies continue to operate their businesses separately. Following the completion of the Transaction, Alisa Bank remains as the parent company of the group and PURO Finance will at first become its subsidiary. The Transaction will be carried out by way of a share exchange, following the completion of which, the current shareholders of PURO Finance will own approximately 40 per cent and current shareholders of Alisa Bank approximately 60 per cent of Alisa Bank?s shares. Alisa Bank will apply for the admission to trading of the Consideration Shares on the official list of Nasdaq Helsinki Ltd as soon as possible after the completion of the Transaction and trading with the Consideration Shares is expected to commence by the end of May 2024.

As a part of acquisition, shareholders of Alisa Bank and PURO Finance, the Shareholders? Nomination Board of Alisa Bank will be proposing in the extraordinary general meeting that Sampsa Laine and Jukka Salonen be elected as new members of the Board of Directors of Alisa Bank. It is also proposed that of the current members of the Board of Directors, Sami Honkonen, Johanna Lamminen, Markku Pohjola and Tero Weckroth will continue in their positions. It is further proposed that Markku Pohjola will continue as the chairman of the Board of Directors and Johanna Lamminen as the vice chairman of the Board of Directors. The election of the proposed new members of the Board of Directors, Sampsa Laine and Jukka Salonen, is conditional upon the customary fit & proper evaluation conducted by the authorities. The intention is to appoint a new management team of Alisa Bank after the completion of the Combination.

The Combination is conditional upon, among other things, the approval of Alisa Bank?s extraordinary general meeting as well as other customary preconditions. The shareholders of Alisa Bank, Evli Plc, Taaleri Plc, TN Ventures Oy, Oy Scripo Ab and T & T Nordcap Ltd, holding in aggregate approximately 51 per cent of the shares, have undertaken to vote in favor of the Combination at the Extraordinary General Meeting of Alisa Bank. The completion of the Transaction is conditional upon the general meeting of Alisa Bank having resolved to approve the Combination and authorize the Board of Directors of Alisa Bank to decide on a directed issue of the Consideration Shares to the shareholders of PURO Finance as well as on other customary conditions. The extraordinary general meeting is to be held in May. The parties? intention is to complete the Transaction as soon as possible after the approval of the extraordinary general meeting, by estimation by the end of May 2024. The synergies are expected to strengthen the key financial figures of Alisa Bank, including an immediately increased earnings per share (EPS), a better return on equity (ROE) as well as an increased cost/income ratio (CIR).

Alisa Bank is advised by Evli Corporate Finance as financial advisor and EY Law Finland as legal advisor. PURO Finance is advised by Taaleri Kapitaali as financial advisor and Dottir Attorneys Ltd as legal advisor.