YIT and Lemminkäinen to combine – FAQ
Notice to Lemminkäinen Shareholders in the United States
The YIT shares to be issued in connection with the merger have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are being issued in reliance on the exemption from registration set forth in Rule 802 under the Securities Act.
YIT and Lemminkäinen are Finnish companies and the issuance of YIT shares will be subject to procedural and disclosure requirements in Finland that may be different from those of the United States. Any financial statements or other financial information included on this website may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for U.S. shareholders of Lemminkäinen to enforce their rights and any claims they may have arising under U.S. federal securities laws in connection with the merger, since YIT and Lemminkäinen are located in non-U.S. jurisdictions, and some or all of YIT’s and Lemminkäinen’s officers and directors may be residents of countries other than the United States. As a result, U.S. shareholders of Lemminkäinen may not be able to sue YIT or Lemminkäinen or their respective officers and directors in a court in Finland for violations of U.S. federal securities laws. Further, it may be difficult to compel YIT or Lemminkäinen to subject themselves to the jurisdiction or judgment of a U.S. court.
Lemminkäinen’s shareholders should be aware that YIT may purchase Lemminkäinen’s shares otherwise than under the merger, such as in open market or privately negotiated purchases, at any time during the pendency of the proposed merger.
Answers last modified: December 21, 2017
1. How will the combination be implemented?
a. The combination will be implemented as an absorption merger, in which Lemminkäinen Corporation will merge into YIT Corporation.
b. Lemminkäinen Corporation's subsidiaries will become YIT Corporation's subsidiaries.
2. What is the timeline for the merger?
a. June 19, 2017 announcement of the contemplated merger.
b. End of August, 2017: Publication of merger prospectus.
c. September 12, 2017: EGMs of both companies.
d. Expected completion of the merger: The completion of the merger is still subject to, inter alia, merger control approval from the Finnish Competition and Consumer Authority (the "FCCA"). The Finnish Market Court granted on December 13, 2017 the FCCA an extension for handling the matter until January 26, 2018 as requested by the FCCA. Due to the granting of the extension, the merger will likely be completed on February 1, 2018, at the earliest.
3. What kind of decision FCCA may grant?
During the extended investigation, the FCCA may approve the merger as such, attach conditions to the approval or request that the Finnish Market Court prohibit the merger.
4. What are the benefits of the merger?
a. The businesses of the companies complete and balance each other. In the end, there is little overlapping functions. Also the geographical distribution is balanced out through the company to be formed.
b. At the moment the greatest impediment to growth has been the lack of talent. In the new company, there would be approximately 10,000 professionals.
c. Larger size creates a better foundation from a financing point of view, resulting in projects being commenced more easily together than as separate companies.
d. Larger size also enables specialization and agility, since smaller units or start-up hubs can exist within a large organization.
5. Why does the combination take place now?
a. The owners of both companies have similar interests. Both companies are looking to enhance growth and means for creating a stronger company.
b. Both companies have been streamlining business, focusing on profitability and strengthening the balance sheet, and are now in a suitable phase for the next strategy step: growth.
c. Furthermore, the financial position of either company has not supported the merger in recent years.
d. Availability of resources has been a bottle neck recently and competition for talents is tough. We believe that together we are more attractive as an employer.
6. What are the detailed sources of announced EUR 40 million synergies and when those are expected to be reached?
a. After the merger there is only one listed company. In the future audit, insurances, Board of Directors, top management etc. are required for only one company and the need of office space can be evaluated.
b. Development of IT systems is expensive. In a company of larger size we obtain more benefits from IT systems projects and so called scale benefits, when the same system can be used by more users.
c. There are possibly some overlapping functions in group functions and a few regional units. If the combination takes place, it is rational to review the best practices, needs for combining, operational model uniformity and use of common tools.
d. However, a significant part of the synergies comes from the fact that we believe to be able to speed up growth due to stronger financial resources and, among other things, accelerate the rotation cycle of YIT's plot reserve by utilizing new resources on site. Integration of operations will be initiated as soon as possible after the proposed merger is implemented, and the synergies are expected to materialize in full by 2020.
e. We expect integration costs of approximately EUR 40 million to have a nonrecurring cash flow impact for the years 2017–2019.
7. What is the proposed name of the combined company?
a. The company is proposed to be named YIT Corporation (YIT Oyj).
8. Where will the headquarters be situated?
a. This is a topic that the integration team will evaluate.
9. Please describe the financing plan?
a. YIT has obtained a commitment for financing of the merger from Nordea and Danske Bank. The new financing arranged in connection with the combination consists of a EUR 240 million bridge financing agreement and a EUR 300 million revolving credit facility, which will become available to the combined company as of the completion date of the merger. In accordance with these financing commitments, YIT and the banks signed on August 24, 2017 a bridge financing agreement and a revolving credit facility agreement. The bridge financing will mature for repayment after twelve months after the signing of the agreement, although it includes an option for a six month extension. The revolving credit facility will mature for repayment after three years of the signing of the agreement, although it includes an option for a one-year extension.
10. Is the completion of the merger certain?
a. The completion requires that the required approvals by competition authorities are obtained and that the other conditions to completion of the merger set out in the merger plan are fulfilled.
Both companies’ EGMs approved the merger on September 12, 2017.
11. What happens to my current YIT/Lemminkäinen shares?
a. The number of shares held by current YIT shareholders will not be affected by the merger. The total number of YIT shares will increase as a result of the merger, which dilutes the ownership of the current YIT shareholders so that current YIT shareholders will own 60% of the combined company after the completion of the merger (assuming that none of Lemminkäinen shareholders demands redemption of his/her shares at the EGM).
b. As a result of the completion of the merger, Lemminkäinen's shares cease to exist and Lemminkäinen's shareholders will receive as merger consideration 3.6146 new shares in YIT for each share in Lemminkäinen owned by them, corresponding to an ownership in the combined company of 40% for Lemminkäinen shareholders (assuming that none of Lemminkäinen shareholders demands redemption of his/her shares at the EGM). The new shares will belong to the same series and they will carry the same rights as the currently existing YIT shares.
c. No action is required from the shareholders of Lemminkäinen in relation to the receipt of the merger consideration provided that sufficient amount of shares vote in favour of the merger in the EGM.
12. Where is the merger prospectus available? And what type of information does it include?
a. The prospectus was published at the end of August 2017 and is available at YIT's and Lemminkäinen's website and as hard copies at Nasdaq Helsinki and the headquarters of YIT and Lemminkäinen. YIT updates the "Merger" section on its website during the process when additional relevant information and material is published.
b. The merger prospectus includes e.g. Q2 pro forma financials for YIT and Lemminkäinen and other information on the combined company that is relevant for investors, such as risk factors.
13. What are the financial targets of the combined company?
a. The long-term financial targets of the combined company would preliminary include return on capital employed of over 12 percent (ROCE >12%), over 40 percent equity ratio, positive cash flow after dividends as well as annually growing dividend per share. These financial targets will be reviewed after the completion of the merger once integration has been initiated and business plan refined.
14. What happens before the completion of the merger?
a. YIT and Lemminkäinen will continue as independent companies and have committed under the combination agreement to continue their business in the ordinary course of business.