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Tecnotree Oyj M&A Activity 2026

Apr 1, 2026

3296_rns_2026-04-01_df7e9b5b-1744-4b46-bc33-f943cd913cd4.pdf

M&A Activity

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THE THIRD SUPPLEMENT DOCUMENT TO RESILIENCE INVESTMENT HOLDINGS LTD'S TENDER OFFER DOCUMENT DATED FEBRUARY 4, 2026, RELATING TO THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL ISSUED AND OUTSTANDING SHARES AND EQUITY SECURITIES IN TECNOTREE CORPORATION

April 1, 2026

THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND THE TENDER OFFER DOCUMENT AND THIS SUPPLEMENT DOCUMENT AND ANY AND ALL MATERIALS RELATED THERETO SHOULD NOT BE SENT IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA (INCLUDING BY USE OF, OR BY ANY MEANS OR INSTRUMENTALITY, FOR EXAMPLE, E-MAIL, POST, FACSIMILE TRANSMISSION, TELEPHONE OR INTERNET, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE), AND THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, OR BY ANY SUCH USE, MEANS OR INSTRUMENTALITY, IN OR FROM WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA.

On February 4, 2026, Resilience Investment Holdings Ltd (the “Offeror”) announced a voluntary recommended public all-cash tender offer to purchase all issued and outstanding shares (the “Shares”), all the issued fully paid compulsory convertible debentures (the “CCDs”), all the warrants given in connection with the issue of CCDs (the “Warrants”) and all the issued and outstanding options (the “Options,” and, together with the CCDs and Warrants, the “Equity Securities”) in Tecnotree Corporation (“Tecnotree”) that are not held by Tecnotree or any of its subsidiaries (the “Tender Offer”). The Offeror has published a tender offer document dated February 4, 2026, as well as the first supplement document to the tender offer document dated March 4, 2026, and the second supplement document to the tender offer document dated March 17, 2026, concerning the Tender Offer (the tender offer document, as supplemented from time to time, the “Tender Offer Document”).

Supplement to the Tender Offer Document

The Offeror supplements the Tender Offer Document, in accordance with Chapter 11, Section 11, Subsection 4 of the Finnish Securities Markets Act (746/2012, as amended, Fi: arvopaperimarkkinalaki), with the following information in this document (the “Supplement Document”):

As set out in the terms and conditions of the Tender Offer, one of the conditions to completion of the Tender Offer is the receipt of necessary regulatory approvals, permits, clearances and consents under applicable competition laws or other regulatory laws. The Offeror announced on March 25, 2026, that the processes for obtaining the necessary regulatory approvals are still ongoing and will not be completed within the initial offer period, so the Offeror decided to extend the offer period for the Tender Offer to expire on June 3, 2026, at 4:00 p.m. (Finnish time), unless the offer period is extended further, or any extended offer period is discontinued in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations. As a result, the Offeror supplements the Tender Offer Document as follows:

The sixth paragraph of the front page of the Tender Offer Document is supplemented by replacing the following strikethrough passages with the passages that are underlined and set in bold:

The offer period for the Tender Offer will commence on February 5, 2026, at 9:30 a.m. (Finnish time) and expire on March 25, 2026 June 3, 2026, at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued (the “Offer Period”).

Table under the section “Restrictions and Important Information—Certain Key Dates” is supplemented by replacing the following strikethrough passages with the passages that are underlined and set in bold:


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Announcement of the Tender Offer... January 27, 2026
Offer Period commences... February 5, 2026
Offer Period expires at the earliest, unless extended or discontinued in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations... March 25, 2026 June 3, 2026 (preliminary)
Announcement of the preliminary result of the Tender Offer... March 26, 2026 June 4, 2026 (preliminary)
Announcement of the final result of the Tender Offer... March 30, 2026 June 8, 2026 (preliminary)
Execution of the trades regarding the tendered Shares and transfers and registrations of the Equity Securities... April 1, 2026 June 10, 2026 (preliminary)
Payment of the Offer Prices(1)... April 2, 2026 June 11, 2026 (preliminary)

(1) Estimated date. The actual time of receipt of the payment by the shareholder or holder of Equity Securities will depend on the schedules for payment transactions between financial institutions and, with regard to the payment of the Share Offer Price, agreement between the holder and account operator, custodian or nominee in each case.

The first paragraph of the section “Terms and Conditions of the Tender Offer—Offer Period” is supplemented by replacing the following strikethrough passages with the passages that are underlined and set in bold:

The offer period for the Tender Offer will commence on February 5, 2026, at 9:30 a.m. (Finnish time) and expire on March 25, 2026 June 3, 2026, at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued as described below (the “Offer Period”). The acceptance of the Tender Offer must be received by the relevant account operator, as described below under “—Acceptance Procedure for the Tender Offer,” before the expiration of the Offer Period.

The section “Terms and Conditions of the Tender Offer—Completion of the Tender Offer” is supplemented by replacing the following strikethrough passages with the passages that are underlined and set in bold:

The Tender Offer will be completed with respect to all of those shareholders and holders of Equity Securities of Tecnotree who have validly accepted, and not validly withdrawn, the Tender Offer on or about the fifth (5th) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period) (the “Completion Date”), preliminarily expected to be on April 1, 2026 June 10, 2026. If possible, the completion trades of the Shares will be executed on Nasdaq Helsinki, provided that the rules applied to trading on Nasdaq Helsinki allow that. Otherwise, the completion trades will be made outside Nasdaq Helsinki. The completion trades will be settled on or about the Completion Date or on or about the first (1st) Finnish banking day following the Completion Date (the “Clearing Day”), preliminarily expected to be on April 2, 2026 June 11, 2026. The actual time of receipt of the payment by the shareholder or holder of Equity Securities will depend on the schedules for payment transactions between financial institutions and, with regard to the payment of the Share Offer Price, agreement between the holder and account operator, custodian or nominee in each case.

Availability of Documents

The Offeror published the first supplement document on March 4, 2026, and the second supplement document on March 17, 2026. The Finnish language version of the Tender Offer Document is available, and the Finnish language version of this Supplement Document is available on or about April 1, 2026, on the internet at www.tecnotree.julkinen-ostotarjous.fi. The English language translation of the Tender Offer Document is available, and the English language translation of this Supplement Document is available on or about April 1, 2026, on the internet at www.tecnotree.public-offer.fi.

The Finnish Financial Supervisory Authority has approved the Finnish language version of this Supplement Document but is not responsible for the accuracy of the information presented therein. The journal number of such approval is FIVA/2026/653.

Information for Shareholders of Tecnotree in the United States

The Tender Offer is made for the issued and outstanding Shares and Equity Securities in Tecnotree, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States


in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder, including Regulation 14E (in each case, subject to any exemptions or relief therefrom, if applicable) 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 of the United States. In particular, the financial statements and financial information included in this Tender Offer Document have been prepared in accordance with applicable International Financial Reporting Standards as adopted by the European Union, which may not be comparable to the financial statements or financial information of U.S. companies. Shareholders in the United States are advised that neither the Shares nor the Equity Securities are listed on a U.S. securities exchange and that Tecnotree is not subject to the periodic reporting requirements of 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 is made to Tecnotree’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Tecnotree to whom an offer is made. Any information documents, including this Tender Offer Document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Tecnotree’s other shareholders.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its broker’s affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer and combination, directly or indirectly, purchase or arrange to purchase, the Shares, the Equity Securities or any securities that are convertible into, exchangeable for or exercisable for such Shares or Equity Securities. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. 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 stock exchange or press release or other means reasonably calculated to inform U.S. shareholders of Tecnotree of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Tecnotree, 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 this Tender Offer Document. 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 or Equity Securities 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 and/or Equity Securities is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for Tecnotree’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws since the Offeror and Tecnotree 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. Tecnotree’s shareholders may not be able to sue the Offeror or Tecnotree 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 the Offeror and Tecnotree and their respective affiliates to subject themselves to a U.S. court’s judgment.

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