Shareholders
Telenor owns all the shares in DNA – this is how the acquisition progressed
On 21 August 2019, Telenor signed the final agreements on the sale of shares with Finda and PHP. Consequently, Telenor became the majority shareholder of DNA with an ownership of 54 per cent.
On 29 August 2019, Telenor launched the mandatory public tender offer for DNA’s remaining shares. Preliminary information about the tender offer was published on Friday, 27 September 2019. Based on this information, Telenor’s ownership rised to approximately 94.36 per cent of all DNA shares and votes.
On 26 September 2019, Telenor published its decision to extend the tender offer to 10 October 2019 4:00 pm. The extended period offered the remaining shareholders an opportunity to approve the bid.
According to the final results of the extended offer period of the tender offer, the shares tendered in the tender offer represent 43,84 per cent of all the shares in DNA and, together with the shares held by Telenor prior to the commencement of the tender offer, represent approximately 97,87 per cent of all the shares in DNA. The settlement of the completion trades for the extended offer period is expected to take place on 16 October 2019.
On 15 October 2019 Telenor announced, that it has commenced mandatory redemption proceedings for the remaining shares by applying for arbitration proceedings to be initiated in accordance with Chapter 18, Section 4 of the Finnish Companies Act in order to obtain ownership of the remaining shares. Based on the announcement, DNA expects that Telenor will procure that DNA apply for the delisting of its shares from Nasdaq Helsinki following this.
On 8 November 2019 Telenor announced, that as a result of Telenor's application for initiation of arbitration proceedings, the Redemption Board of the Finland Chamber of Commerce has petitioned the District Court of Helsinki for the appointment of a special representative to look after the interests of DNA's minority shareholders in the arbitration during the redemption proceedings. With its decision given on 4 November 2019, the District Court of Helsinki has appointed Olli Iirola, attorney-at-law, to act as the special representative.
On 10 December 2019 DNA submitted a delisting application to the Listing Committee of Nasdaq Helsinki requesting that the quotation of DNA' shares on the official list of Nasdaq Helsinki will be terminated as soon as possible after Telenor has obtained title to all outstanding shares in DNA pursuant to Chapter 18, Section 6 of the Companies Act.
On 28 January 2020 arbitral tribunal confirmed Telenor Finland Holding Oy's redemption right regarding DNA's minority shares and trading in DNA's shares was suspended.
On 3 February 2020 Telenor Finland Holding Oy gained title to all outstanding shares in DNA and the DNA shareswere delisted from Nasdaq Helsinki.
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Pursuant to the Finnish Securities Markets Act, the DNA Board must prepare a public statement regarding the tender offer. The statement must include a well-founded assessment of the tender offer from the perspective of DNA and its shareholders as well as of the strategic plans presented by the offeror in the tender offer document and their likely effects on the operations of, and employment at, DNA.
Telenor’s offer materials are available on Telenor’s website:
Tender offer document in Finnish >>
Tender offer document in English >>
Telenor related stock exchange releases:
- 3 February 2020: Telenor Finland Holding Oy has gained title to all outstanding shares in DNA and the DNA shares have been delisted from Nasdaq Helsinki
- 28 January 2020: DNA Plc: Arbitral tribunal has confirmed Telenor Finland Holding Oy's redemption right regarding DNA's minority shares and trading in DNA's shares has been suspended
- 17 December 2019: Arbitral tribunal appointed for the arbitration proceedings concerning the redemption of minority shares in DNA
- 10 December 2019: DNA applies for delisting of its shares from Nasdaq Helsinki
- 8 November 2019: Special representative appointed for the arbitration proceedings concerning the redemption of minority shares in DNA Plc
- 31 October 2019: Decisions of DNA Plc's Extraordinary General Meeting and organisation of Board of Directors
- 15 October 2019: DNA Plc: Final result of extended offer period of Telenor's mandatory public cash tender offer for the shares in DNA
- 11 October 2019: Preliminary result of extended offer period of Telenor's mandatory public cash tender offer for the shares in DNA
- 1 October 2019: DNA Shareholders’ Nomination Committee’s proposal for the Extraordinary General Meeting 2019
- 1 October 2019: DNA Plc: Final result of initial offer period of Telenor's mandatory public cash tender offer for the shares in DNA
- 27 September 2019: Preliminary result of initial offer period of Telenor's mandatory public cash tender offer for the shares in DNA
- 26 September 2019: Telenor extends the offer period of its mandatory public cash tender offer for the shares in DNA to expire on 10 October 2019
- 12 September 2019: DNA Plc: Composition of DNA's Nomination Committee
- 9 September 2019: S&P upgraded DNA Plc’s investment grade to BBB+
- 4 September 2019: DNA Plc: Telenor Finland Holding Oy publishes supplement to the offer document concerning its mandatory cash tender offer
- 3 September 2019: DNA Plc: Statement of the board of directors of DNA regarding the mandatory public cash tender offer by Telenor
- 28 August 2019: Telenor Finland Holding Oy publishes offer document concerning its mandatory tender offer; offer period to commence on 29 August 2019
- 26 August 2019: DNA Plc: Managers' transactions: PHP Holding Oy
- 21 August 2019: DNA Plc: Telenor becomes DNA’s majority shareholder
- 21 August 2019: A notification according to Chapter 9, Section 10 of the Securities Markets Act: Telenor Finland Holding Oy’s holding in DNA has exceeded 50 per cent
- 21 August 2019: A notification according to Chapter 9, Section 10 of the Securities Markets Act: PHP Holding Oy’s holding in DNA Plc has fallen below 5 per cent
- 21 August 2019: A notification according to Chapter 9, Section 10 of the Securities Markets Act: Finda Telecoms Oy’s holding in DNA Plc has fallen below 5 per cent
- 19 August 2019: Finland’s Ministry of Economic Affairs and Employment approved Telenor’s acquisition of DNA Plc’s shares
- 8 August 2019: DNA's network licences remain unchanged despite share transaction by Telenor
- 16 July 2019: DNA Plc: European Commision approved Telenor’s offer on DNA Plc’s shares
- 6 May 2019: Finda Oy and PHP Holding Oy's General Meetings approved Telenor's offer on DNA Plc's shares
- 9 April 2019: DNA Plc: Norwegian telecommunications company Telenor has announced it is buying 54 per cent of DNA’s shares
Important dates
29 August 2019
Telenor’s tender offer for DNA shares started
26 September 2019
Telenor announced to continue the tender offer until 10 October 2019
27 September 2019
Announcement of the preliminary information of Telenor’s mandatory tender offer in DNA’s shares
1 October 2019
Telenor will announce the preliminary percentage of the shares which have been validly tendered during the Initial Offer Period and the final percentage of such shares.
2 October 2019
The sale and purchase of the shares will be executed and the offer price will be paid by Telenor with respect to those shareholders, who have accepted the tender offer by 26 September 2019
Telenor's investor meeting on 21 August
Telenor Group CFO Jørgen Arentz Rostrup hosted an investor meeting on 21 August in Helsinki about the transaction of DNA's shares.