Caverion Board Expects to Withdraw Recommendation from Bain Offer, Favor Triton
Caverion Oyj's Board of Directors expects to withdraw its recommendation for North Holdings 3 Oy's offer and instead recommend Crayfish BidCo Oy's (Triton) offer. This is subject to North Holdings 3 Oy's matching right.
The Board of Directors of Caverion Oyj has announced its expectation to change its recommendation regarding the bids for the company's shares. The board will no longer recommend the offer made by North Holdings 3 Oy (Bain Consortium). Instead, the board plans to recommend the offer from Crayfish BidCo Oy (Triton), unless Bain Consortium presents an equally favorable offer by April 4, 2023.
This shift follows Triton's recent lowering of its minimum acceptance condition from 90% to 66.67%. This change means that the members of the Bain Consortium, who collectively own approximately 26.7% of Caverion's shares, can no longer unilaterally prevent the transaction from being completed.
The Board has engaged with both bidders to secure the best outcome for the company and its shareholders. Caverion's Chairman of the Board, Mats Paulsson, noted that the competition between the offers has led to improvements. Triton's amended condition significantly reduces the risk of the offer not being completed.
Caverion's Board is evaluating the overall attractiveness of the offers based on financial terms, deliverability, anticipated timing, and regulatory aspects. The final recommendation will be issued after the expiration of Bain Consortium's matching right period, provided no improved offer has been presented.