PPG Industries, Inc. (NYSE:PPG) entered into a definitive agreement to acquire Tikkurila Oyj (HLSE:TIK1V) from a group of shareholders for €1.1 billion on December 18, 2020. Under the terms of the agreement, PPG Industries will commence a tender offer to acquire all of the issued and outstanding stock of Tikkurila. Pursuant to the offer, Tikkurila shareholders will receive €25 in cash for each share of Tikkurila stock they own, for a total transaction value of approximately €1.1 billion, including the assumption of debt and cash. On January 5, 2021, the offer price has been increased to €27.75 in cash for each share of Tikkurila. The PPG Industries has received debt commitments to finance the tender offer at completion and compulsory redemption proceedings, if any. As of February 4, 2021, PPG has increased the offer price to €34.00 per share.

If as a result of the completion of the tender offer, PPG Industries's ownership exceeds 90% of all the shares and votes in Tikkurila, PPG Industries intends to commence compulsory redemption proceedings in accordance with the Finnish Companies Act for all the shares not purchased pursuant to the tender offer. The PPG Industries intends to maintain the Tikkurila Oyj's identity, culture and Finnish values, including its commitment to creating sustainable value for all stakeholders and its various investments in local communities and people. The completion of the tender offer is not expected to have any immediate material effects on the operations or the position of the management or employees of Tikkurila Oyj. In the event the agreement is terminated due to certain reasons specified in the agreement, Tikkurila has agreed to pay PPG a termination fee of €12 million and vice versa. PPG Industries expects to maintain Tikkurila Oyj's corporate offices in Finland and various production, distribution and sales centres in the Nordic region.

Certain major shareholders of Tikkurila holding 29.34% stake in Tikkurila, namely, Oras Invest Oy, Keskinäinen työeläkevakuutusyhtiö Varma, Mandatum Henkivakuutusosakeyhtiö and Kaleva Mutual Insurance Company, have, subject to certain customary conditions, irrevocably undertaken to accept the tender offer. The completion of the tender offer is subject to approvals by the competition authorities and other regulatory authorities having been received, PPG Industries having gained control of more than 90% of the shares and votes in Tikkurila Oyj on a fully diluted basis, the Board of Directors of Tikkurila having issued its unanimous recommendation that the shareholders accept the tender offer, the recommendation remaining in full force and effect and not having been modified, cancelled or changed and the undertakings by Oras Invest Oy, Keskinäinen työeläkevakuutusyhtiö Varma, Mandatum Henkivakuutusosakeyhtiö, Kaleva Mutual Insurance Company(Key Shareholders) to accept the tender offer remaining in full force and effect and other customary conditions. The members of the Board of Directors of Tikkurila Oyj, have unanimously decided to recommend that the shareholders of Tikkurila Oyj accept the tender offer. As of February 4, 2021, Tikkurila's Board of Directors has determined PPG's revised offer to be superior to the competing offer from AkzoNobel and has unanimously recommended Tikkurila's shareholders accept PPG's improved offer. The key shareholders have unconditionally agreed to sell their Shares to PPG.

Skandinaviska Enskilda Banken AB provided fairness opinion stating the offer price is fair from a financial point of view from the perspective of the shareholders of Tikkurila. The transaction, which includes assumption of Tikkurila s debts and cash, remains subject to additional customary conditions to completion and other regulatory approvals. The Tender Offer remains subject to additional customary conditions to completion set out in the tender offer document, including the valid tender of Shares representing, together with Shares otherwise held by PPG and any of its subsidiaries, on a fully diluted basis, more than 66.7% of the Shares and voting rights in Tikkurila. As on February 11, 2021, The Finnish Financial Supervisory Authority has approved the transaction. As on March 11, 2021, the transaction was unconditionally approved by the European Commission. As on March 25, 2021, PPG Industries, Inc. has received approval from the Ministry of Economic Affairs and Employment of Finland for the completion of the transaction. A committee of independent Members of the Board of Tikkurila was formed to evaluate the offer. The offer period under the tender offer is expected to commence on or about January 18, 2021 and will expire on or about March 12, 2021. The transaction is expected to close in the second quarter of 2021. As of January 5, 2021, tender offer will commence from January 15, 201 to March 15, 2021. Offer is expected to close during first quarter of 2021. As on January 14, 2021, due to anticipated process of obtaining approvals from Authorities the tender offer is expected to complete in first half of 2021. As of February 4, 2021, the expiration date for the tender offer continues to be March 15, 2021 and transaction is expected to close as early as March or early in the second quarter of 2021. As on February 9, 2021, Varma Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited and Kaleva Mutual Insurance Company completed the acquisition of shares at a combined purchase price of approximately €140 million.

As of February 15, 2021, certain major shareholders of Tikkurila - Varma Mutual Pension Insurance Company, Mandatum Life Insurance Company and Kaleva Mutual Insurance Company - representing in the aggregate approximately 9.32% of the shares in Tikkurila, have unconditionally agreed to sell their shares to PPG Industries. In addition, Finland-based Oras Invest has agreed to an unconditional irrevocable undertaking to accept the improved tender offer and to sell its shares to PPG Industries. The Tender Offer is currently scheduled to expire on March 15, 2021. The Offeror currently expects to complete the Tender Offer in the first quarter or early in the second quarter of 2021. As of March 15, 2021, the offer period has been extended to March 30, 2021. As of March 26, 2021, the offer period has been extended to April 14, 2021. As of May 10, 2021, as approval for the acquisition of Tikkurila's Shares from the FAS is not expected to be received by the expiration of the current offer period, the Offeror has decided to extend the offer period for the Tender Offer to continue until further notice. The Offeror may discontinue the extended offer period by announcing such decision and a new expiration date at least two weeks before the expiration of the extended offer period.

Salla Tuominen and Petri MoreliusRichard Folke(Helsinki), Peder Grandinson (Stockholm), Denis Sosedkin (St. Petersburg), Marta Frackowiak (Warsaw), Dr Mathias Schulze Steinen (Frankfurt), Qin Gu and Qiang Li (Shanghai), Alla Kozachenko (Kiev) and Ramsey Jurdi (Dubai) of DLA Piper and Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors and PJT Partners, LP acted as financial advisor for PPG Industries, Inc. Skandinaviska Enskilda Banken AB (Helsinki Branch) acted as financial advisor and fairness opinion provider and Mikko Heinonen, Klaus Ilmonen, Maria Wasastjerna, Henrik Mattson, Johanna Haltia-Tapio and Elisabeth Vestin of Hannes Snellman Attorneys Ltd. acted as legal advisor for Tikkurila Oyj. Danske Bank A/S, Finland Branch acted as arranger for the offer. D.F. King Co., Inc. and D.F. King Ltd. acted as information agents in the deal. PPG Industries, Inc will pay the aggregate fees of €8.24 million ($10 million) to PJT Partners, Danske Bank A/S, Finland Branch and D.F. King Co., Inc.

PPG Industries, Inc. (NYSE:PPG) completed the acquisition of Tikkurila Oyj (HLSE:TIK1V) from a group of shareholders on June 4, 2021. As of June 10, 2021, PPG controls 97.1% of Tikkurila's issued and outstanding shares and the remaining 2.9% will be acquired through a squeeze out for which the process will be initiated.