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Lemonsoft Oyj | Company Release | April 01, 2026 at 12:00:00 EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE UNLAWFUL.
Lemonsoft Oyj ("Lemonsoft" or "Company") announced on 7 March 2026 that Rite LS SPV AB's ("Rite LS SPV"), together with the following parties acting in concert with it, Rite Internet Ventures Holding AB ("RIVH"), Rite SPV 2025-1 AB ("Rite SPV 2025-1"), and Bird Cherry Holding AB ("Bird Cherry"), which is wholly-owned by Christoffer Häggblom, (Rite LS SPV, RIVH, Rite SPV 2025-1 and Bird Cherry, together "Rite Ventures"), portion of all shares and voting rights in Lemonsoft has exceeded 50 per cent as a result of the share transactions made on 6 March 2026 ("Share Purchases") and that Rite Ventures had thereby become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft in accordance with Chapter 11, Section 19 of the Finnish Securities Markets Act (746/2012, as amended, "SMA").
As a result of the Share Purchases, Rite Ventures' shareholding in Lemonsoft increased to a total of 8,996,117 shares, which corresponded to approximately 50.56 per cent of all shares and voting rights in the Company as of the close of trading on 6 March 2026, excluding shares held in treasury by Lemonsoft. The shares of Lemonsoft are publicly traded on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd ("Nasdaq First North").
Rite Ventures announced a mandatory public cash tender offer ("Tender Offer") on 18 March 2026 to acquire all of the issued and outstanding shares in Lemonsoft that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the "Shares").
The Board of Directors of Lemonsoft hereby issues the below statement regarding the Tender Offer as required by Chapter 11, Section 13 of the SMA.
Tender Offer in brief
The Tender Offer is made in accordance with the terms and conditions of the tender offer document published by Rite Ventures (the "Tender Offer Document") on 26 March 2026.
The offer price is EUR 4.67 in cash for each Share validly tendered into the Tender Offer (the "Offer Price"). According to Rite Ventures, the Offer Price represents:
- a price approximately 0.64 per cent lower than the closing price of the Share on Nasdaq First North on 5 March 2026, i.e., the last day of trading preceding the triggering of the obligation to launch the Tender Offer on 6 March 2026; and
- a price approximately 11.34 per cent lower than the volume-weighted average price of the Share on Nasdaq First North during the three months preceding the triggering of the obligation to launch the Tender Offer.
As a result of the Share Purchases, Rite Ventures held 8,996,117 Lemonsoft Shares as of the close of trading on 25 March 2026, corresponding to approximately 50.56 per cent of all Shares and votes in Lemonsoft, excluding shares held in treasury by Lemonsoft. Prior to the Share Purchases, Rite Ventures held 8,640,498 shares in Lemonsoft, representing approximately 47.31 per cent of all shares in Lemonsoft. Rite Ventures is the largest shareholder of Lemonsoft.
According to the announcement published by Rite Ventures, the Offer Price is the highest price paid by Rite Ventures or any other parties acting in concert with Rite Ventures in accordance with the SMA for the Shares in Lemonsoft within the last six months.
The Tender Offer Document does not contain information on shareholders that have undertaken to accept the Tender Offer. Kari Joki-Hollanti, who holds approximately 26.17 per cent of the Shares and voting rights in Lemonsoft, has irrevocably undertaken not to accept the Tender Offer with respect to Shares held by him. Taking into consideration Joki-Hollanti's undertaking, Rite Ventures' portion of all Shares and voting rights in Lemonsoft may increase to 73.83 per cent as a result of the Tender Offer.
According to Rite Ventures' assessment, the completion of the Tender Offer will not require approvals from competition authorities or any notifications or applications under applicable foreign direct investment regulations. Rite Ventures' obligation to complete the Tender Offer is not conditional upon availability of financing.
The offer period of the Offer has commenced on 27 March 2026 at 9:30 a.m. (Finnish time) and is expected to expire on 5 May 2026 at 4:00 p.m. (Finnish time), unless Rite Ventures decides to extend the offer period. Rite Ventures reserves the right to extend the offer period in accordance with the terms and conditions of the Tender Offer and to the extent permitted by applicable laws and regulations. The Tender Offer is currently expected to be completed on 14 May 2026.
The Board of Directors of Lemonsoft has not participated in the drafting of the Tender Offer Document, nor has it entered into a combination agreement or other agreements or undertakings with Rite Ventures.
Background for the statement
Pursuant to the SMA, the Board of Directors of Lemonsoft must prepare a public statement regarding the Tender Offer. The statement must include a well-founded assessment of the Tender Offer from the perspective of Lemonsoft and its shareholders as well as of the strategic plans presented by Rite Ventures in the Tender Offer Document and their likely effects on the operations of, and employment at, Lemonsoft. In assessing the Tender Offer, the Board of Directors of Lemonsoft has carefully assessed the Tender Offer and potential alternative opportunities available to Lemonsoft. The Board of Directors of Lemonsoft retained a legal advisor and a financial advisor to assist it in its work, as further discussed below.
In preparing its statement, the Board of Directors of Lemonsoft has relied on information provided in the Tender Offer Document by Rite Ventures and has not independently verified such information. Accordingly, the assessment of the Board of Directors of Lemonsoft regarding the effects of the Tender Offer on Lemonsoft's operations and employees, as presented by Rite Ventures, should not be treated as conclusive.
Strategic plans presented by Rite Ventures and their likely effects on the operations of, and employment at, Lemonsoft
Information given by Rite Ventures in the Tender Offer Document
The Board of Directors of Lemonsoft has assessed Rite Ventures' strategic plans based on the Tender Offer Document.
Based on the Tender Offer Document the completion of the Tender Offer is not expected to have any effects on the operations, assets, the position of the management or employees or the location of the offices of Lemonsoft.
Based on the Tender Offer Document, Rite Ventures intends to continue developing the Company as an active owner together with the management and other shareholders and to contribute to Lemonsoft's long-term growth and value creation.
Considering that Kari Joki-Hollanti has irrevocably undertaken not to accept the Tender Offer with respect to Shares held by him, the Board of Directors of Lemonsoft is of the understanding that Rite Ventures cannot obtain more than 90 per cent of the Shares and voting rights in Lemonsoft as a result of the Tender Offer. Based on the Tender Offer Document, should Rite Ventures however obtain more than 90 per cent of the Shares and voting rights in Lemonsoft, Rite Ventures may commence redemption proceedings to redeem minority shareholders' Shares and cause Lemonsoft to apply for the delisting of the Shares from Nasdaq First North. However, based on the Tender Offer Document, the intention of Rite Ventures is that trading with the Shares in Lemonsoft on Nasdaq First North will continue as usual notwithstanding the completion of the Tender Offer.
Assessment of the Board of Directors of Lemonsoft of the strategic plans presented by Rite Ventures and their likely effects on the operations of, and employment at, Lemonsoft
The Board of Directors of Lemonsoft believes that Rite Ventures has potential to contribute to Lemonsoft's growth and development as a long-term and committed owner.
However, based on the information presented in the Tender Offer Document, the Board of Directors of Lemonsoft believes that the completion of the Tender Offer is not expected to have any effects on the operations, assets, the position of the management or employees, or the location of the offices of Lemonsoft. There can however be no assurance that Rite Ventures would in the future not seek to make material changes to Lemonsoft's strategy, operations or employees.
Lemonsoft does not expect any material adverse or positive financial consequences on it from the Tender Offer.
As at the date of this statement, the Board of Directors of Lemonsoft has not received any opinions from Lemonsoft's employee representatives regarding the effects of the Tender Offer on the employees of Lemonsoft.
Assessment of the Tender Offer from the perspective of Lemonsoft and its shareholders
When evaluating the Tender Offer and potential alternative opportunities available to Lemonsoft, the Board of Directors of Lemonsoft has considered several factors, including, but not limited to, Rite Ventures' Share Purchases, Lemonsoft's business operations, financial condition, results of operations and future prospects, the historical development of the market price of the Shares, terms and conditions of the Tender Offer, as well as Rite Ventures' capabilities to complete the Tender Offer.
As at the date of this statement, the Board of Directors of Lemonsoft has not received any proposals regarding potential competing corporate transactions. As part of its assessment of Lemonsoft's alternatives, the Board of Directors of Lemonsoft has, to the extent deemed necessary, assessed possibilities of a potential competing corporate transaction and ensured that it has the ability to consider all credible proposals regarding such corporate transactions. The Board of Directors of Lemonsoft has not made any commitments that could limit its ability to act in relation to any such potential proposals.
As Rite Ventures has acquired a shareholding in Lemonsoft constituting a controlling interest, no other party will be able to acquire a controlling interest in Lemonsoft without also acquiring all or some of the Shares in Lemonsoft held by Rite Ventures. According to the assessment of the Board of Directors of Lemonsoft, this could have an adverse effect on the willingness and possibilities of other parties to make a public tender offer for the Shares in the future. Based on its assessment, and after considering other relevant factors, the Board of Directors of Lemonsoft has reached the conclusion that there are no reasonably foreseeable prospects for obtaining competing offers.
Moreover, the assessment of the Board of Directors of Lemonsoft has been influenced by the fact that Rite Ventures holds the majority of Shares in Lemonsoft and is able to exercise a majority of the voting rights in Lemonsoft regardless of the outcome of the Tender Offer. For such reason, Lemonsoft's possibilities to operate as a fully independent company are limited and shareholders not accepting the Tender Offer will remain minority shareholders in Lemonsoft (assuming no redemption of minority shareholders' Shares or an alternative corporate transaction such as a cash merger into another company is executed), whereas the Offer Price is not subject to uncertainties other than the completion of the Tender Offer. The Board of Directors of Lemonsoft has further considered the consequences of both the acceptance and non-acceptance of the Tender Offer for Lemonsoft's shareholders based on these considerations. On the other hand, in the assessment of the Board of Directors of Lemonsoft, there does not appear to be any specific uncertainties related to the completion of the Tender Offer based on the Tender Offer Document, considering that the Tender Offer is, and a mandatory public tender offer may pursuant to the SMA be, conditional only on receipt of necessary regulatory approvals.
Assessment of the Offer Price
The Offer Price is EUR 4.67 in cash for each Share validly tendered in the Tender Offer. According to the terms and conditions of the Tender Offer, should Lemonsoft increase the number of Shares that are issued and outstanding on the date hereof as a result of a new share issue, reclassification, stock split or any other similar transaction, or should Lemonsoft distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to any of the settlements of the completion trades (whether after the expiry of the Offer Period or during or after any subsequent offer period), Rite Ventures reserves the right to adjust the Offer Price payable by Rite Ventures on a euro-for-euro basis. The Board of Directors of Lemonsoft has proposed to the annual general meeting to be held on 14 April 2026, that based on the balance sheet to be adopted for the financial year ended 31 December 2025, a dividend of EUR 0.14 per share would be paid from the company's distributable funds, resulting in a total dividend payment of approximately EUR 2.5 million. The dividend distribution possibly approved by the annual general meeting may hence result in the adjustment of the Offer Price.
Based on an overall assessment of the factors considered significant by the Board of Directors of Lemonsoft in evaluating the Tender Offer, the Board of Directors of Lemonsoft considers that the consideration offered by Rite Ventures to the shareholders of Lemonsoft (other than Rite Ventures, Lemonsoft or its subsidiaries) is not fair. These matters and factors include, but are not limited to, the following.
Information on the business operations of Lemonsoft and expected future development
Lemonsoft is a Finnish software company that designs, develops and sells cloud-based software solutions to streamline its customers' processes across different business lines and administration. Lemonsoft operates in the ERP software market in Finland primarily as a service provider for SMEs. Lemonsoft's customer base consists of customers using Lemonsoft's software solutions from especially the fields of industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.
Lemonsoft has updated its strategy towards the end of 2025. The updated strategy rests on four focus areas: strengthening market leadership in industrial manufacturing and wholesale trade, developing category-defining solutions, building organisational excellence, and partnering with value-creating companies. According to the assessment of the Board of Directors of Lemonsoft, the updated strategy gives Lemonsoft a clearer direction and enables Lemonsoft to focus on the areas where Lemonsoft can create the most value for its customers and shareholders.
The Offer Price compared to the historical market prices and current market price of the Shares
According to Rite Ventures the Offer Price represents:
- a price approximately 0.64 per cent lower than the closing price of the Share on Nasdaq First North on 5 March 2026, i.e., the last day of trading preceding the triggering of the obligation to launch a mandatory tender offer on 6 March 2026; and
- a price approximately 11.34 per cent lower than the volume-weighted average price of the Share on Nasdaq First North during the three-month period preceding the triggering of the obligation to launch a mandatory tender offer.
The Board of Directors of Lemonsoft notes that the Offer Price is approximately 0.64 per cent lower than the closing price of the Shares on the last trading day prior to the obligation to launch the mandatory tender offer and approximately 11.34 per cent lower than the volume-weighted average price of the Shares on Nasdaq First North during the three-month period preceding the triggering of the obligation to launch the mandatory tender offer.
As described above, the Offer Price does not represent a premium relative to the market prices of the Shares.
Analysts' target prices for the Shares
The target prices set by equity analysts for the Shares exceed the amount of the Offer Price. On 19 February 2026, Inderes set a target price of EUR 6.50 per Share for the Shares in Lemonsoft, which is approximately EUR 1.83, or about 39.2%, higher than the Offer Price. On 20 February 2026, Danske Bank set a target price of EUR 5.50 per Share, which is approximately EUR 0.83, or about 17.8%, higher than the Offer Price.
Financing of the Tender Offer
The Board of Directors notes that pursuant to the SMA, Rite Ventures has an obligation to ensure that it is able to pay the full amount of the Offer Price offered in the Tender Offer. Based on the Tender Offer Document, the Board of Directors of Lemonsoft believes that Rite Ventures has secured necessary and adequate financing so that Rite Ventures will have sufficient funds in the form of cash in order to pay the aggregate Offer Price in the Tender Offer.
Financial analysis made by the Board of Directors of Lemonsoft
The Board of Directors of Lemonsoft has assessed the long-term value of Lemonsoft in connection with the Tender Offer. For this purpose, the external financial advisor appointed by the Board of Directors of Lemonsoft prepared a valuation of the Company's share capital for Board of Directors of Lemonsoft using various valuation methods. The valuation was based on Lemonsoft's business plan, commercial assessments and other available information.
Opinion of a financial advisor received by the Board of Directors of Lemonsoft
The Board of Directors of Lemonsoft has received from its external financial advisor, Aktia Alexander Corporate Finance, a fairness opinion dated 1 April 2026. The fairness opinion concludes that as at the date of the fairness opinion, the Offer Price offered to holders of Shares (other than Rite Ventures, Lemonsoft or its subsidiaries) in the Tender Offer was not fair from a financial point of view to such holders. The fairness opinion was based on and is subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as further described in the fairness opinion. The fairness opinion of Aktia Alexander Corporate Finance is attached as an Appendix to this statement. Aktia Alexander Corporate Finance is acting as the financial advisor in connection with the Tender Offer and will receive a fixed fee for its fairness opinion regardless of the outcome of the Tender Offer. Aktia Alexander Corporate Finance is acting as the certified advisor of Lemonsoft in accordance with the rules of Nasdaq First North. Aktia Alexander Corporate Finance has previously provided and may in the future provide investment banking services unrelated to the Tender Offer to Lemonsoft, Rite Ventures, and/or their affiliated companies, for which Aktia Alexander Corporate Finance may receive customary compensation.
Consequences of the acceptance or non-acceptance of the Tender Offer
The below statements are intended to provide the shareholders of Lemonsoft with information necessary to make an assessment of the potential consequences of accepting or not accepting the Tender Offer. While they assess certain aspects which the Board of Directors of Lemonsoft considers relevant for the shareholders' decision whether to accept or not to accept the Tender Offer, they may not be an exhaustive description of considerations relevant for such decision. The below considerations may be affected by the individual circumstances of each shareholder. The below considerations assume that following the completion of the Tender Offer, Rite Ventures would on an aggregate basis hold not more than 90 per cent of the Shares and voting rights in Lemonsoft and that consequently there would be no redemption of the minority shareholders' Shares in Lemonsoft and that Lemonsoft would remain listed on Nasdaq First North.
Potential consequences of accepting the Tender Offer
Considering the foregoing, Lemonsoft's shareholders who intend to accept the Tender Offer should consider the following aspects:
- Shareholders who accept the Tender Offer will receive the Offer Price of EUR 4.67 per Share upon the settlement of the Tender Offer. The Offer Price is paid against the delivery of Shares tendered in the Tender Offer.
- Shareholders who accept the Tender Offer will not directly benefit from any potential favourable development of the market price of the Shares or any positive business development of Lemonsoft. In addition, shareholders who accept the Tender Offer will not directly bear the risk from any potential adverse development of the market price of the Shares or any adverse business development of Lemonsoft.
- The settlement of the Tender Offer and the payment of the Offer Price will occur only after the end of the offer period of the Tender Offer. Until such time, shareholders who have accepted the Tender Offer may be unable to sell their Shares. According to the Tender Offer Document, acceptances are binding and cannot be withdrawn, unless otherwise provided under applicable law.
- Should Rite Ventures acquire Shares in Lemonsoft within nine months from the end of the offer period of the Tender Offer on terms that are more favourable to the sellers than those of the Tender Offer, Rite Ventures would be, pursuant to the SMA, obliged to compensate the difference to those Lemonsoft shareholders who accepted the Tender Offer. However, following the end of such nine-month period, Rite Ventures is free to acquire further Shares in Lemonsoft on terms more favourable than those of the Tender Offer without being obliged to compensate the shareholders who have accepted the Tender Offer.
Potential consequences of not accepting the Tender Offer
Considering the foregoing, Lemonsoft's shareholders who intend not to accept the Tender Offer should consider the following aspects:
- Shareholders who do not accept the Tender Offer will not receive the Offer Price of EUR 4.67 per Share upon the settlement of the Tender Offer. Should a shareholder that has not accepted the Tender Offer wish to sell the Shares held by it, it would have to sell its Shares on the open market or negotiate an alternative transaction concerning its Shares.
- Shareholders who do not accept the Tender Offer are exposed to the opportunities, but also to the risks, related to the future development of the market price of the Shares and any business development of Lemonsoft. It is uncertain whether the market price of the Shares will remain at its current level, or whether it will decrease or increase.
- Should Rite Ventures acquire Shares within nine months from the end of the offer period of the Tender Offer on terms that are more favourable to the sellers than those of the Tender Offer, Rite Ventures would be, pursuant to the SMA, obliged to compensate the difference to those Lemonsoft shareholders who accepted the Tender Offer. Conversely, such compensation would not be payable to the shareholders who did not accept the Tender Offer.
- Shares will continue to be listed and traded on Nasdaq First North, assuming that Rite Ventures does not apply for a delisting of the Shares. According to the rules of Nasdaq First North, Shares may be removed from trading by application, which may be approved by Nasdaq First North unless it finds that removal would be detrimental to the interest of the investors or the securities market. Delisting would result in substantially less onerous disclosure obligations and investor protection rules being applied to Lemonsoft. Based on the Tender Offer Document the intention of Rite Ventures is that trading with the Shares on Nasdaq First North will continue as usual notwithstanding the completion of the Tender Offer.
- The Tender Offer will, depending on the number of Shares validly tendered in the Tender Offer, reduce the number of Lemonsoft's shareholders and the number of Shares available to be traded on Nasdaq First North. The Tender Offer may have an adverse effect on the liquidity and value of the Shares and, consequently, may make it more difficult to sell the Shares in a timely manner or at a favourable price.
- As a company majority-owned by Rite Ventures with potentially reduced trading volumes in the Shares, the number of equity analysts following Lemonsoft may fall. This may in turn adversely affect investor interest in Lemonsoft and the Shares, which may result in less liquidity in the Shares and in a decrease in the market price of the Shares.
- As a controlling shareholder, Rite Ventures will be in a position to influence Lemonsoft's course of business, including, but not limited to, strategy, business plan and future M&A opportunities, irrespective of the number of Shares acquired in the Tender Offer. It is uncertain whether the course of business, as influenced by Rite Ventures, would be as beneficial, more beneficial or less beneficial to the shareholders of Lemonsoft than the current course of business.
- A shareholder, whose votes represent a majority of the given votes in the general meeting, may according to the Finnish Companies Act (624/2006, as amended, the "Finnish Companies Act") decide on all the issues that are to be decided at the annual general meeting by a simple majority of votes. Depending on the number of Shares tendered in the Tender Offer and the level of participation in future general meetings of Lemonsoft, if Rite Ventures holds two-thirds or more of the Shares or voting rights in Lemonsoft represented in a general meeting, it would pursuant to the Finnish Companies Act be able to independently make major decisions concerning Lemonsoft, including directed issuances of shares, repurchases of shares, mergers, demergers, and a voluntary liquidation of Lemonsoft.
- Pursuant to the Finnish Companies Act, a shareholder that holds more than 90 per cent of all shares and voting rights in a company shall have the right to acquire and, subject to a demand by other shareholders, also be obligated to redeem the shares owned by the other shareholders. In such case, the Shares held by Lemonsoft's shareholders, who have not accepted the Tender Offer, may be redeemed at fair value through redemption proceedings under the Finnish Companies Act in accordance with the conditions set out therein. Such fair value could be higher, the same or lower than the Offer Price. Considering that Kari Joki-Hollanti has irrevocably undertaken not to accept the Tender Offer with respect to Shares held by him, the Board of Directors of Lemonsoft understands that Rite Ventures cannot acquire more than 90 per cent of Lemonsoft's Shares and votes as a result of the Tender Offer.
Recommendation of the Board of Directors of Lemonsoft
The Board of Directors of Lemonsoft has carefully assessed the Tender Offer and its terms and conditions based on the Tender Offer Document, other available information and with the assistance of its advisors.
Based on the foregoing, the Board of Directors of Lemonsoft, acting through its non-conflicted members and considering the various factors affecting the matter, is of the view that the Offer Price offered in the Tender Offer is not fair to the shareholders of Lemonsoft other than to Rite Ventures.
Taking into consideration the above-mentioned viewpoints, including the relative certainty provided by the Offer Price compared with the relative uncertainty relating to Lemonsoft's future strategy, operations, dividend policy and other matters, the Board of Directors of Lemonsoft, acting through its non-conflicted members, recommends that the shareholders of Lemonsoft decline the Tender Offer.
Other issues
The Board of Directors of Lemonsoft notes that the Tender Offer may, as is common in such processes, involve unforeseeable risks.
Lemonsoft has undertaken to comply with the Helsinki Takeover Code referred to in Chapter 11, Section 28 of the SMA (the "Takeover Code").
Before evaluating the Tender Offer, each member of the Board of Directors of Lemonsoft has independently assessed and given notice to the Board of Directors of any known connections to Rite Ventures and/or the completion of the Tender Offer as well as other matters that could either result in the member of the Board of Directors being disqualified in the manner referred to in the Finnish Companies Act or otherwise impact the ability of the member of the Board of Directors to participate in the evaluation of the Tender Offer unconstrained by undue influences.
Ilkka Hiidenheimo, Kari Joki-Hollanti and Saila Miettinen-Lähde have participated in the approval of this statement by the Board of Directors of Lemonsoft. They have been deemed to have no conflict of interest, as defined in the Finnish Companies Act, with respect to deciding on the Board’s statement, and the Board of Directors of Lemonsoft in this composition has unanimously approved this statement. Ilkka Hiidenheimo and Saila Miettinen-Lähde, members of the Board of Directors of Lemonsoft unconstrained by undue influences as referred to in the Takeover Code, participated in the preparation of this statement. Kari Joki-Hollanti, who holds approximately 26.17 per cent of Shares and votes in Lemonsoft and has irrevocably undertaken not to accept the Tender Offer with respect to Shares held by him, and is therefore, in the opinion of the Board of Directors of Lemonsoft, constrained by undue influences as referred to in the Takeover Code, did not participate in the preparation of this statement by the Board of Directors. Christoffer Häggblom, Chairman of the Board of Directors of Lemonsoft, who wholly owns Bird Cherry, and Michael Richter, a member of the Board of Directors of Lemonsoft, both of whom represent the Rite Ventures group, have not participated in the preparation or approval of the Tender Offer or this statement in the Board of Directors of Lemonsoft.
This statement of the Board of Directors of Lemonsoft does not constitute investment or tax advice and, particularly, the Board of Directors of Lemonsoft has not specifically evaluated the general price development of the Shares or the risks generally relating to the Shares. Shareholders of Lemonsoft must independently decide whether to accept or not to accept the Tender Offer and, in their decision-making, shareholders should consider all relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the Shares.
The Board of Directors of Lemonsoft may amend or supplement this statement if so required under applicable laws or regulations, or if there otherwise occurs a material change in the circumstances relevant for this statement.
Lemonsoft has retained Aktia Alexander Corporate Finance Ltd as financial advisor and Krogerus Attorneys Ltd as legal advisor in connection with the Tender Offer.
Lemonsoft Oyj
Board of Directors
Appendix: Fairness opinion of Aktia Alexander Corporate Finance Ltd
Distribution
Nasdaq First North Growth Market Finland
Main Media
www.lemonsoft.fi
Further information:
Alpo Luostarinen, CEO, alpo.luostarinen@lemonsoft.fi, +358 50 911 3507
Certified Adviser: Aktia Alexander Corporate Finance Oy, +358 50 520 4098
About Us
Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers' processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company's standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. The Company's customer base consists of customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.
Important Information
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ FIRST NORTH AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for shareholders of Lemonsoft in the United States
Shareholders of Lemonsoft in the United States are advised that the shares are not listed on a U.S. securities exchange and that Lemonsoft is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Tender Offer will be made for the issued and outstanding shares of Lemonsoft, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is expected to be made in the United States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act, for a Tier I tender offer and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those applicable under the tender offer procedures and laws of the United States for domestic offers. The Tender Offer is made to Lemonsoft's shareholders in the United States on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Lemonsoft's other shareholders.
To the extent permissible under applicable law or regulations, Rite Ventures and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Rite Ventures or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase shares or any securities that are convertible into, exchangeable for or exercisable for shares, provided that any such purchases shall be effected outside of the United States. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and the consideration in the Tender Offer must be increased to match any such consideration paid outside the Tender Offer. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Lemonsoft of such information. In addition, the financial adviser to Rite Ventures may also engage in ordinary course trading activities in securities of Lemonsoft, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of shares and will not give rise to claims on the part of any other person. It may be difficult for Lemonsoft's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Rite Ventures and Lemonsoft are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Lemonsoft's shareholders may not be able to sue Rite Ventures or Lemonsoft or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Rite Ventures and Lemonsoft and their respective affiliates to subject themselves to a U.S. court's judgment.