Nasdaq Helsinki LtdAnnouncement from the exchange
G City Ltd. supplements the tender offer document relating to the mandatorypublic cash tender offer for all the issued and outstanding shares and stockoptions in Citycon Oyj
G City Ltd. supplements the tender offer document relating to the mandatorypublic cash tender offer for all the issued and outstanding shares and stockoptions in Citycon Oyj
G City Ltd. 27 January 2026 at 2:15 p.m. EET
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, ORSOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BEPROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTIONENTITLED “IMPORTANT INFORMATION” BELOW.
G City Ltd. supplements the tender offer document relating to the mandatorypublic cash tender offer for all the issued and outstanding shares and stockoptions in Citycon Oyj
As announced previously, G City Ltd. (the “Offeror”) commenced the mandatorypublic tender offer on 2 January 2026 for all the issued and outstanding sharesin Citycon Oyj (“Citycon”) that are not held by Citycon or any of itssubsidiaries (the “Shares”) and for all the issued and outstanding stockoptions in Citycon that are not held by Citycon or any of its subsidiaries (the“Stock Options”) (the “Tender Offer”). The offer period for the Tender Offercommenced on 2 January 2026 at 9:30 a.m. (Finnish time) and will expire on 6March 2026 at 4:00 p.m. (Finnish time). The Offeror has published a tenderoffer document relating to the Tender Offer, dated 31 December 2025, and asupplement to the tender offer document, dated 15 January 2026, (the tenderoffer document as supplemented with the aforementioned supplement, the “TenderOffer Document”).
The Finnish Financial Supervisory Authority has today approved a secondsupplement to the Tender Offer Document (the “Supplement Document”). TheSupplement Document relates to:
-- Citycon's Board of Directors' statement issued in accordance with Chapter 11, Section 13 of the Finnish Securities Markets Act on 16 January 2026 (the “Board Statement”); and — the release published by the Offeror on 21 January 2026 in which the Offeror announced that it has received Swedish foreign direct investment clearance, and thus, all conditions for completing the Tender Offer have been satisfied (the “Offeror's Release”). The Offeror has declared the Tender Offer unconditional, effective from 2 February 2026, the last day for withdrawing the acceptance of the Tender Offer being 30 January 2026.
The Board Statement is added as Annex C to the Tender Offer Document and theOfferor's Release as Annex D to the Tender Offer Document. In addition, theSupplement Document, the Board Statement and the Offeror's Release are attachedas Annex 1 to this release as.
The Finnish language version of the Tender Offer Document together with theSupplement Document is available on the internet atevli.com/citycon-pakollinen-julkinen-ostotarjous. Similarly, the Englishlanguage translation of the Tender Offer Document together with the Englishlanguage translation of the Supplement Document is available atevli.com/en/citycon-mandatory-public-tender-offer.
Investor and Media inquiries:
G City Ltd.
Gil Kotler
CFO
gkotler@g-city.com
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEWZEALAND, OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDEROFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE ANOFFER OR INVITATION TO MAKE A SALES OFFER.IN PARTICULAR, THIS RELEASE IS NOTAN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIESDESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA,CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. INVESTORS SHALL ACCEPTTHE TENDER OFFER FOR THE SHARES AND STOCK OPTIONS ONLY ON THE BASIS OF THEINFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADEDIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER ORPARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFERDOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSEUNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTIONWHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFERDOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,FORWARDED, OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BYAPPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEINGMADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF,OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILETRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGNCOMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. THE TENDER OFFER CANNOTBE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITYOR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTHAFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY ORINDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OFNASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSEDMAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THISANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONSOUTSIDE OF FINLAND.
Information for shareholders and holders of Stock Options of Citycon in theUnited States
Shareholders and Stock Option holders of Citycon in the United States areadvised that the Shares are not listed on a U.S. securities exchange and thatCitycon is not subject to the periodic reporting requirements of the U.S.Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is notrequired to, and does not, file any reports with the U.S. Securities andExchange Commission (the “SEC”) thereunder.
The Tender Offer is being made for the issued and outstanding Shares and StockOptions of Citycon, which is domiciled in Finland, and is subject to Finnishdisclosure and procedural requirements. The Tender Offer is being made in theUnited States pursuant to Section 14(e) of, and Regulation 14E, under theExchange Act, subject to the exemption provided under Rule 14d-1(d) under theExchange Act, for a Tier II tender offer and otherwise in accordance with thedisclosure and procedural requirements of Finnish law, including with respectto the Tender Offer timetable, settlement procedures, withdrawal, waiver ofconditions and timing of payments, which are different from those applicableunder the tender offer procedures and laws of the United States for domesticoffers. In particular, the financial information included in this announcementhas been prepared in accordance with applicable accounting standards inFinland, which may not be comparable to the financial statements or financialinformation of U.S. companies. The Tender Offer is made to Citycon'sshareholders and Stock Option holders resident in the United States on the sameterms and conditions as those made to all other shareholders and Stock Optionholders of Citycon to whom an offer is made. Any informational documents,including this announcement, are being disseminated to U.S. shareholders andStock Option holders on a basis comparable to the method that such documentsare provided to Citycon's other shareholders and Stock Option holders.
To the extent permissible under applicable law or regulations, the Offeror andits affiliates or its brokers and its brokers' affiliates (acting as agents forthe Offeror or its affiliates, as applicable) may from time to time after thedate of this stock exchange release and during the pendency of the TenderOffer, and other than pursuant to the Tender Offer, directly or indirectlypurchase or arrange to purchase Shares or any securities that are convertibleinto, exchangeable for or exercisable for Shares, provided that any suchpurchases shall be effected outside of the United States. These purchases mayoccur either in the open market at prevailing prices or in private transactionsat negotiated prices, and the consideration in the Tender Offer must beincreased to match any such consideration paid outside the Tender Offer. To theextent information about such purchases or arrangements to purchase is madepublic in Finland, such information will be disclosed by means of a pressrelease or other means reasonably calculated to inform U.S. shareholders andStock Option holders of Citycon of such information. In addition, the financialadvisor to the Offeror may also engage in ordinary course trading activities insecurities of Citycon, which may include purchases or arrangements to purchasesuch securities. To the extent required in Finland, any information about suchpurchases 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 ordisapproved the Tender Offer, passed upon the merits or fairness of the TenderOffer, or passed any comment upon the adequacy, accuracy or completeness of thedisclosure in relation to the Tender Offer. Any representation to the contraryis a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares orStock Options may be a taxable transaction for U.S. federal income tax purposesand under applicable U.S. state and local, as well as foreign and other, taxlaws. Each holder of Shares or Stock Options is urged to consult itsindependent professional advisers immediately regarding the tax and otherconsequences of accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those lawsonly apply to U.S. holders of Shares or Stock Options, and will not give riseto claims on the part of any other person. It may be difficult for Citycon'sshareholders or Stock Option holders to enforce their rights and any claimsthey may have arising under the U.S. federal securities laws, since the Offerorand Citycon are located in non-U.S. jurisdictions and some or all of theirrespective officers and directors may be residents of non-U.S. jurisdictions.Citycon's shareholders or Stock Option holders may not be able to sue theOfferor or Citycon or their respective officers or directors in a non-U.S.court forviolations of the U.S. federal securities laws. It may be difficultto compel the Offeror and Citycon and their respective affiliates to subjectthemselves to a U.S. court's judgment.
Forward-looking statements
This release contains statements that, to the extent they are not historicalfacts, constitute “forward-looking statements”. Forward-looking statementsinclude statements concerning plans, expectations, projections, objectives,targets, goals, strategies, future events, future revenues or performance,capital expenditures, financing needs, plans or intentions relating toacquisitions, competitive strengths and weaknesses, plans or goals relating tofinancial position, future operations and development, business strategy andthe trends in the industries and the political and legal environment and otherinformation that is not historical information. In some instances, they can beidentified by the use of forward-looking terminology, including the terms“believes”, “intends”, “expects”, “may”, “will” or “should” or, in each case,their negative or variations on comparable terminology. By their very nature,forward-looking statements involve inherent risks, uncertainties andassumptions, both general and specific, and risks exist that the predictions,forecasts, projections and other forward-looking statements will not beachieved. Given these risks, uncertainties and assumptions, investors arecautioned not to place undue reliance on such forward-looking statements. Anyforward-looking statements contained herein speak only as at the date of thisrelease.
Disclaimer
Evli Plc is acting as financial advisor to G City Ltd. and arranger in relationto the Tender Offer, and will not regard any other person than G City Ltd. asits client in relation to the Tender Offer and will not be responsible toanyone other than the G City Ltd. for providing the protections afforded to itsclients nor for providing advice in relation to the Tender Offer or any othermatters referred to in this release.
Annex 1: Supplement Document, Board Statement and Offeror's Releasehttps://view.news.eu.nasdaq.com/view?id=b055cef4d7db32642f545c3d856219086&lang=en&src=omxlink