Rapala VMC Announces Final Tender Offer Results for its Outstanding Capital Securities Issued in 2023
Rapala VMC Corporation, Stock Exchange Release, November 24, 2025 at 08:30 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Rapala VMC Corporation (“Rapala VMC”) announces today the final results of the invitation to the holders of its hybrid capital securities (the “Holders”) issued by Rapala VMC on November 29, 2023 with an initial nominal amount of EUR 30 million (ISIN: FI4000560628) (the “Existing Capital Securities”) to tender the Existing Capital Securities for cash on the terms and conditions set out in the Tender Offer Memorandum dated November 14, 2025 (the “Tender Offer Memorandum”) (the “Tender Offer”).
Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.
Results of the Tender Offer
The expiration deadline for the Tender Offer was 4:00 p.m. Finnish time (EET) on November 24, 2025. As at the expiration deadline, the aggregate principal amount of Existing Capital Securities validly tendered by the Holders for purchase pursuant to the Tender Offer was EUR 28,500,000.
Rapala VMC confirms that the condition relating to the pricing of new euro-denominated capital securities (the “New Capital Securities”) has been fulfilled and, subject to the issuance agreement remaining in full force and effect on the Settlement Date (as defined below), Rapala VMC will accept for purchase all such tenders of the Existing Capital Securities pursuant to the terms of the Tender Offer Memorandum.
The purchase price of the Existing Capital Securities is EUR 20,700 per EUR 20,000 in principal amount of the Existing Capital Securities. Accrued and unpaid interest will be paid in respect of all Existing Capital Securities accepted for purchase. The settlement date for the Tender Offer is expected to be November 27, 2025 (the “Settlement Date”). All the Existing Capital Securities purchased by Rapala VMC will be cancelled. The Existing Capital Securities not purchased pursuant to the Tender Offer will remain outstanding.
Rapala VMC’s largest shareholder, Viellard Migeon Et Compagnie Sa, participated in the Tender Offer by tendering its holding in the Existing Capital Securities in an amount of EUR 7.2 million.
Nordea Bank Abp and OP Corporate Bank plc act as dealer managers (the “Dealer Managers”) and OP Corporate Bank plc as the tender agent (the “Tender Agent”) for the Tender Offer. Information in respect of the Tender Offer and the Tender Offer Memorandum may be obtained from the Dealer Managers.
Clean-up call
On November 14, 2025, Rapala VMC announced its intention to use a clean-up call option if the adjusted nominal amount of the Existing Capital Securities as a result of the Tender Offer is twenty-five (25) per cent or less of the aggregate nominal amount of the Existing Capital Securities issued. The conditions for using the clean-up call option have been fulfilled subject to the settlement of the Tender Offer occurring on the Settlement Date. Rapala VMC intends to publish a separate notice for clean-up call as a stock exchange release on or about the Settlement Date.
Dealer Managers:
Nordea Bank Abp
Telephone: +45 6136 0379
Attention: Nordea Liability Management
Email: NordeaLiabilityManagement@nordea.com
OP Corporate Bank plc
Telephone: +358 50 599 1281
Attention: Thomas Ulfstedt
Email: liabilitymanagement@op.fi
Rapala VMC Corporation
Additional Information
For additional information, please contact:
Cyrille Viellard, President and Chief Executive Officer
Miikka Tarna, Chief Financial Officer, and
Tuomo Leino, Investor Relations
tel. +358 9 7562 540
About Rapala VMC Corporation
Rapala VMC Group is the world’s leading fishing tackle company with a largest distribution network in the industry. The Group is a global market leader in fishing lures, treble hooks and fishing related knives and tools. The main manufacturing facilities are in Finland, France, Estonia, and the UK. The Group’s brand portfolio includes leading brands in the industry such as Rapala, VMC, Sufix, 13 Fishing as well as Okuma in Europe. The Group, with net sales of EUR 221 million in 2024, employs some 1 400 people in approximately 40 countries. Rapala VMC Corporation’s share is listed and traded on the Nasdaq Helsinki stock exchange since 1998.
IMPORTANT NOTICE
This release must be read in conjunction with the Tender Offer Memorandum. This release and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the contents of this release or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its independent financial, tax or legal adviser. Any person whose Existing Capital Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Existing Capital Securities pursuant to the Tender Offer. Neither the Dealer Managers, the Tender Agent nor Rapala VMC makes any recommendation as to whether Holders should tender Existing Capital Securities pursuant to the Tender Offer.
Distribution Restrictions
General
The distribution of this release and the invitation to tender the Existing Capital Securities is prohibited by law in certain countries. The Tender Offer is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release, the Tender Offer Memorandum and any other information and materials relating to the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release, the Tender Offer Memorandum and any other such information and materials may come are required to inform themselves about and comply with such restrictions. This release, the Tender Offer Memorandum and any other such information or materials may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa. The information contained in this release shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Existing Capital Securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of Rapala VMC, the Dealer Managers or the Tender Agent or any of their respective affiliates and representatives assume any legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Existing Capital Securities are aware of these restrictions or not.
This release or the Tender Offer Memorandum or the electronic transmission thereof does not constitute an offer to buy or the solicitation of an offer to sell Existing Capital Securities (and tenders of Existing Capital Securities in the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation would be considered unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of the Dealer Managers’ affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of Rapala VMC in such jurisdiction.
In addition to the representations referred to above and below in respect of the United States, each Holder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally. Any tender of the Existing Capital Securities for purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of Rapala VMC, the Dealer Managers and the Tender Agent reserve the right, in its absolute discretion, to investigate, in relation to any tender of the Existing Capital Securities for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Rapala VMC determines (for any reason) that such representation is not correct, such tender shall not be accepted.
United States
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”) (each, a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Existing Capital Securities may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving this release or the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to Rapala VMC, the Tender Agent and the Dealer Managers such person’s compliance with these restrictions. Any purported acceptance of Existing Capital Securities in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Existing Capital Securities made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each Holder participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.
United Kingdom
The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been and will not be approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. This release, the Tender Offer Memorandum and any such other offer material relating to the Tender Offer does not constitute an offer of securities to the public in the United Kingdom. This release, the Tender Offer Memorandum and any such other offer material relating to the Tender Offer may only be distributed to and is only directed at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, (iv) persons who are within Article 43 of the Order and (v) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) to (v) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release, the Tender Offer Memorandum or any of its contents.
France
The communication of this release and the Tender Offer is not being made, directly or indirectly, to the public in France. Neither the Tender Offer Memorandum nor any other documents or offering materials relating to the Tender Offer have been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 are eligible to participate in the Tender Offer. The Tender Offer Memorandum has not been and will not be submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Republic of Italy
None of the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. In the Republic of Italy, the Tender Offer is being carried out as an exempted offer pursuant to Article 101 bis, paragraph 3 bis of Legislative Decree no. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35 bis, paragraphs 3 and 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the “CONSOB Regulation”).
Holders or beneficial owners of the Existing Capital Securities that are located in Italy can tender Existing Capital Securities for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended from time to time) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis à vis its clients in connection with the Existing Capital Securities, the Tender Offer or this Tender Offer Memorandum.
Disclaimer
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful, except under circumstances that will result in compliance with any applicable laws and regulations. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Capital Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. No actions have been taken to register or qualify the New Capital Securities, or otherwise to permit a public offering of the New Capital Securities, in any jurisdiction.
This communication does not constitute an offer of the New Capital Securities for sale in the United States. The New Capital Securities have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States, and the New Capital Securities may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. person (as such terms are defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication does not constitute an offer of the New Capital Securities to the public in the United Kingdom. No information memorandum has been or will be approved in the United Kingdom in respect of the New Capital Securities. Consequently, this communication is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000 as amended, do not apply and are solely directed at persons in the United Kingdom who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Order, (ii) are persons falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom it may be otherwise lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.
