G City Ltd. commences the mandatory public cash tender offer for all the outstanding shares and stock options in Citycon Oyj on 2 January 2026
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED “IMPORTANT INFORMATION” BELOW.
Citycon Oyj (“Citycon”) announced on 2 December 2025 that G City Ltd (”G City”) had announced a mandatory public tender offer for all shares and securities entitling to shares in Citycon. G City’s portion of all shares and voting rights in Citycon has exceeded 50% as a result of a share transaction made on 3 November 2025 and G City has thereby become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Citycon in accordance with Chapter 11, Section 19 of the Securities Markets Act (746/2021, as amended).
G City has today announced the following information regarding its mandatory public cash tender offer for all the outstanding shares and stock options in Citycon:
G City Ltd. (“G City” or the “Offeror”) announced on 3 November 2025 its obligation to launch a mandatory public tender offer for all shares in Citycon Oyj (“Citycon” or the “Company”) and securities issued by Citycon entitling their holders to shares in Citycon. Accordingly, on 2 December 2025, G City announced the mandatory public tender offer for all the outstanding shares in Citycon that are not held by Citycon or any of its subsidiaries (the “Shares") and for all the issued and outstanding stock options in Citycon that are not held by Citycon or any of its subsidiaries (the “Stock Options”) (the “Tender Offer”).
The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The offer period for the Tender Offer will commence on 2 January 2026 at 9:30 a.m. (Finnish time) and expire on 20 February 2026 at 4:00 p.m. (Finnish time) (the “Offer Period”). The Offeror reserves the right to extend the Offer Period in accordance with the terms of the Tender Offer.
The Finnish language version of the Tender Offer Document is available on the internet at evli.com/citycon-pakollinen-julkinen-ostotarjous. Similarly, the English language translation of the Tender Offer Document is available at evli.com/en/citycon-mandatory-public-tender-offer.
The offer price is EUR 4.00 in cash for each Share validly tendered in the Tender Offer (the “Share Offer Price”).
The price offered for each Stock Option validly tendered in the Tender Offer is EUR 0.38 in cash for each outstanding Stock Option 2025D (the “Option 2025D Offer Price”), EUR 0.38 in cash for each outstanding Stock Option 2025E (the “Option 2025E Offer Price”), and EUR 0.38 in cash for each outstanding Stock Option 2025F (the “Option 2025F Offer Price”, together with the Option 2025D Offer Price and the Option 2025E Offer Price, the “Option Offer Prices”).
Both the Share Offer Price and the Option Offer Prices are subject to possible adjustments as described in the Tender Offer Document.
The Share Offer Price has been determined based on 183,569,011 Shares. The Option 2025D Offer Price has been determined based on 298,308 issued and outstanding Stock Options 2025D, the Option 2025E Offer Price has been determined based on 298,308 issued and outstanding Stock Options 2025E, and the Option 2025F Offer Price has been determined based on 298,308 issued and outstanding Stock Options 2025F. The Company has informed the Offeror that the applicable subscription periods for shares to be subscribed under Stock Option Plan 2022A–D will end on 31 December 2025, prior to the commencement of the Offer Period, and that there are no outstanding stock options under Stock Option Plan 2024 and Stock Option Plan 2024A–C and, accordingly, the Tender Offer is not extended to such stock options.
As at the date of this release, the Board of Directors of Citycon has not issued a statement on the Tender Offer. The Offeror will supplement the Tender Offer Document with Citycon’s Board of Directors’ statement after its publication.
According to Chapter 11, Section 15 of the Finnish Securities Markets Act (746/2012, as amended, the “SMA”), a mandatory tender offer may be conditional only upon obtaining the necessary regulatory approvals. The obligation of the Offeror to complete the Tender Offer is conditional upon the receipt of all necessary regulatory approvals, permits and consents required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer by the Offeror on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the SMA. The Offeror has identified Swedish foreign direct investment clearance as the only necessary regulatory approval for the completion of the Tender Offer.
Based on the information currently available, the Offeror expects to complete the Tender Offer during the first quarter of 2026.
Most of the Finnish book-entry account operators are expected to send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders’ register of the Company maintained by Euroclear Finland Oy. Shareholders who do not receive such notification from their account operator or asset manager should primarily contact their account operator or asset manager and secondarily Evli Plc (“Evli”) by telephone +358 9 4766 9573 (weekdays between 9:00 a.m. and 4:00 p.m. (Finnish time)) or by email operations@evli.com in order to receive the necessary information and submit their acceptance of the Tender Offer. A shareholder in the Company whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee’s instructions. The Offeror will not send acceptance forms or other documents related to the Tender Offer to such shareholders in the Company.
A shareholder in the Company who is registered as a shareholder in the shareholders’ register of the Company and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder’s book-entry account in accordance with its instructions and within the time limit set by the account operator. The Offeror reserves the right to reject any acceptance given in an incorrect or incomplete manner.
The Tender Offer may be accepted by a holder of Stock Options registered during the Offer Period in the register of Stock Options, with the exception of Citycon and its subsidiaries. Evli will send a notification of the Tender Offer, including instructions and the relevant acceptance form, to all such holders of Stock Options. Holders of Stock Options who do not receive such a notification from Evli can contact Evli by sending an email to operations@evli.com. To accept the Tender Offer, holders of Stock Options shall submit a properly completed and duly executed acceptance form in accordance with its instructions to Evli and within the time limit set by Evli. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptances that have been submitted in an incorrect or incomplete manner.
The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The Offeror will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The announcement of the final result will confirm the percentages of the Shares and Stock Options that have been validly tendered and not properly withdrawn.
The Offeror reserves the right to acquire Shares and Stock Options in public trading on Nasdaq Helsinki Ltd or otherwise during the Offer Period, and/or after the Offer Period (including any extended Offer Period or subsequent offer period) or otherwise outside the Tender Offer.
The full release published by G City is attached to this stock exchange release.
The Board of Directors of Citycon is reviewing the mandatory tender offer by independent members in accordance with the Securities Markets Act and other applicable laws and regulations and is expected to publish its statement on the mandatory tender offer during the first part of January. Citycon has appointed Deutsche Bank AG as its financial advisor and Hannes Snellman Attorneys Ltd as its legal advisor in connection with the mandatory tender offer. Citycon has undertaken to follow the Helsinki Takeover Code issued by the Finnish Securities Market Association.