Orkla ASA (OB:ORK) entered into a combination agreement to acquire Kotipizza Group Oyj (HLSE:PIZZA) from a group of shareholders for approximately €150 million on November 22, 2018. Orkla will make a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares in Kotipizza at €23 per share. The Offeror plans to finance the Tender Offer by a combination of existing cash positions and unutilized committed credit facilities. The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing, and no third party consents are required by the Offeror for the financing of the Tender Offer. If the Combination Agreement is terminated in connection with the Board of Directors of Kotipizza withdrawing or changing its recommendation for the Tender Offer, Kotipizza has undertaken to pay to the Offeror a termination fee of €4 million as compensation and if Orkla ASA invokes the closing condition so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn due to a material adverse change having occurred, Orkla ASA has undertaken to pay to Kotipizza a termination fee of €1.5 million.

The completion of the tender offer is not expected to have any immediate material effects on Kotipizza's operations, the position of Kotipizza's management, employees, franchisees or its business locations. Orkla, however, intends to change the composition of the Board of Directors of Kotipizza after the completion of the tender offer. The completion of the Tender Offer is subject to certain conditions to be fulfilled on or by the date of the Offeror's announcement of the final result of the Tender Offer, including, among others, the receipt of all necessary regulatory approvals, permits and consents, including without limitation competition clearances, and that any conditions set in such permits, the Offeror gaining control of more than 90% of the outstanding shares and votes in Kotipizza. The Board of Directors of Kotipizza has unanimously decided to recommend that the shareholders of Kotipizza to accept the Tender Offer. The Chief Executive Officer of Kotipizza Tommi Tervanen, the Chief Financial Officer of Kotipizza Timo Pirskanen as well as certain major shareholders of Kotipizza, including Axxion S.A., DNCA Invest Archer MidCap Europe, DNCA Invest Norden Europe, Elo Mutual Pension Insurance Company, Evli Bank Plc., Evli Fund Management Company Ltd., Handelsbanken Fonder AB and Ilmarinen Mutual Pension Insurance Company, have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 32.6% of the shares and votes in Kotipizza. Once the Offeror has obtained more than 90% of the issued and outstanding shares and votes in Kotipizza, the Offeror will, if necessary, initiate compulsory redemption proceedings in accordance with the Finnish Companies Act to acquire the remaining shares in Kotipizza, and thereafter cause Kotipizza's shares to be delisted from Nasdaq Helsinki as soon as permitted and practicable under applicable laws and regulations. As of December 20, 2018, Finnish Competition and Consumer Authority approved the transaction. The offer period under the Tender Offer is expected to commence on or about December 10, 2018 and to expire on or about January 15, 2019, subject to any extension of the offer period by the offeror in accordance with the terms and conditions of the Tender Offer. As of November 29, 2018, the offer period for the Tender Offer is expected to commence on or about December 7, 2018 and to expire on or about January 15, 2019, subject to any extension of the offer period by the Offeror in accordance with the terms and conditions of the Tender Offer. As of January 17, 2019, in order to allow the remaining shareholders the possibility to still accept the tender offer, Orkla has decided to extend the offer period by a subsequent offer period in accordance with the terms and conditions of the offer. The subsequent offer period will commence on January 21, 2019 and expire on February 4, 2019. On January 23, 2019, Orkla commence redemption proceedings in respect of the remaining Kotipizza minority shares.

Advium Corporate Finance Ltd. provided fairness opinion to the Board of Directors of Kotipizza and financial advisor for Kotipizza. Avance Attorneys Ltd acted as legal advisor for Kotipizza. Mika Melamies of Carnegie Investment Bank AB, Finland Branch acted as financial advisor and Roschier, Attorneys Ltd. acted as legal advisor to Orkla. OP Corporate Bank plc acts as the arranger of the Tender Offer.

Orkla ASA (OB:ORK) completed the acquisition of Kotipizza Group Oyj (HLSE:PIZZA) from a group of shareholders in January 2019. As a result of subsequent offering period, Orkla now owns approximately 99.3% stake in Kotipizza. The offer consideration for shares tendered during the subsequent offering period will be paid on or about February 8, 2019. Orkla will continue to acquire remaining shares in public trading on Nasdaq Helsinki or otherwise outside the tender offer.