Elektrobit Group Oyj - Bittium Corporation is planning to distribute the net proceeds from the sale of its Automotive business, a maximum of EUR 595 million, to its shareholders in the first instance by repurchasing own ...
August 06, 2015
Bittium Corporation is planning to distribute the net proceeds from the sale of its Automotive business, a maximum of EUR 595 million, to its shareholders in the first instance by repurchasing own ...
Stock Exchange Release
Free for publication on August 6, 2015 at 8.02 am
Not for release, publication or distribution (in whole or in part) in, into or from the United States or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Bittium Corporation is planning to distribute the net proceeds from the sale of its Automotive business, a maximum of EUR 595 million, to its shareholders in the first instance by repurchasing own shares in a voluntary public tender offer directed to all shareholders of the company
As announced in the stock exchange release on July, 1 2015, Bittium Corporation ("Bittium or the "Company) is planning to distribute a major part or all of the net proceeds from the sale of its Automotive business to its shareholders and to hold an Extraordinary General Meeting in September 2015 to decide on the contemplated distribution of funds.
The Board of Directors of Bittium has decided to continue the preparations of the proposal to the Extraordinary General Meeting regarding the distribution of funds, in the first instance based on a repurchase of own shares in a voluntary public tender offer directed to all shareholders of the company in accordance with the Finnish Securities Markets Act. The planned public tender offer would be carried out during year 2015 and the shares would be repurchased at a market price defined in more detail later on. Based on the current estimate of the Board of Directors, the amount of funds to be used for the repurchase of own shares would be a maximum of EUR 595 million. Technical analyses regarding the execution of the possible public tender offer are being continued and also other possible ways to carry out the distribution of funds are also being evaluated simultaneously, and at the moment there is no certainty on which distribution method the Board of Directors will propose to the Extraordinary General Meeting. The planned distribution of funds requires preparation of separate interim accounts, after the completion of which the Board of Directors is expected to decide on the proposal to the Extraordinary General Meeting regarding the distribution method and the amount of funds to be distributed during the second half of August 2015.
Bittium has received a preliminary ruling by the Finnish Central Tax Board regarding the tax treatment of a shareholder participating in the tender offer should Bittium repurchase its own shares with the funds received in the sale of the Automotive business in a public tender offer under certain terms and conditions. Pursuant to the preliminary ruling by the Central Tax Board, the provisions in Section 29 of the Finnish Act on Taxation Procedure regarding hidden distribution of dividend are not applied to the repurchase of own shares and, thus, the taxation of a shareholders participating in the tender offer would be conducted in accordance with the customary capital gains tax provisions.
The Company first informed about the sale of the Automotive business in a stock exchange release published on May 19, 2015, and thereafter about the resolutions of the Extraordinary General Meeting relating to the transaction in a stock exchange release of June 11, 2015. The closing of the transaction was announced in a stock exchange release on 1, July 2015.
Oulu, August 6, 2015
Bittium Corporation
Board of Directors
Further Information:
Veli-Pekka Paloranta
CFO
Bittium Corporation
Tel. +358 40 344 2793
Jukka Harju
CEO
Bittium Corporation
Tel. +358 40 344 5466
Distribution:
NASDAQ Helsinki
Main media
Bittium
Bittium is specialized in developing reliable and secure communications and connectivity solutions using the latest technologies and deep knowledge on radio technology. Bittium provides innovative products and customized solutions based on its product platforms, and R&D services for customers in various industries. Bittium also offers high quality information security solutions for mobile devices and portable computers. Net sales of continuing operations in 2014 was EUR 52.7 million and operating profit was EUR 0.8 million. Bittium is listed on Nasdaq Helsinki. www.bittium.com
Disclaimer
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Bittium Corporation (the "Shares") anywhere in the world. The final terms and further provisions of the possible public tender offer (the "Offer") will be disclosed in the offer document once approved by the Finnish Financial Supervisory Authority. Holders of the Shares are strongly recommended to read the offer document and all announcements in connection with the Offer as they contain or will contain important information.
The Offer is not being made directly or indirectly, in or into the United States or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The Offer is not being made by the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by fax, telephone or internet) in or into the United States, nor by the use of any facility of a national securities exchange in the United States. Accordingly, the sending or any other distribution of this announcement or any other accompanying document in or into the United States or any other jurisdiction, where to do so would constitute a violation of the laws of such jurisdiction, is prohibited
