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VIKING ACQUISITIONS CORP. LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES IN TECNOTREE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

VIKING ACQUISITIONS CORP. LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES IN TECNOTREE

Viking Acquisitions Corp. (“Viking” or the “Offerror”) and Tecnotree Corporation (“Tecnotree” or the ”Company”) have on 8 March 2018 entered into a transaction agreement (the “Transaction Agreement”) under which Viking undertakes to make a voluntary public cash tender offer to purchase all of the issued and outstanding shares in Tecnotree that are not owned by Tecnotree or any of its subsidiaries (the “Tender Offer”). The price offered for each share validly tendered in the Tender Offer will be EUR 0.10 in cash. The Tender Offer values Tecnotree at approximately EUR 12.26 million, on a fully diluted basis.

SUMMARY OF THE TENDER OFFER

•  Tender Offer of EUR 0.10 in cash for each share in Tecnotree (the “Offer Price”);
•  The Offer Price is approximately:
  • 26.6 percent higher than the closing price of Tecnotree on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on 7 March 2018, i.e. last day of trading before the announcement of the Tender Offer;
  • 28.1 percent higher than the 3-month volume weighted average price on Nasdaq Helsinki; and
  • 18.8 percent higher than the 12-month volume weighted average price on Nasdaq Helsinki;
•  The grounds on which the consideration of EUR 0.10 for each Share validly tendered is based are that the liquidity and cash position of Tecnotree are extremely challenging and Tecnotree has significant uncertainty factors relating to the continuity of its operations. Tecnotree’s ability as going concern is dependent on the successful completion of getting new financing but Tecnotree has not succeeded in realizing the needed financing arrangement; 
•  Any distribution of funds by Tecnotree decided after the date of the announcement of the Tender Offer, which a shareholder who has accepted the Tender Offer is entitled to, will be deducted from the Offer Price;
•  The Board of Directors of Tecnotree has unanimously decided to recommend the shareholders to accept the Tender Offer;
•  Certain shareholders, together representing approximately 41.45 percent of the shares in Tecnotree, have irrevocably undertaken to accept the Tender Offer;
•  The Tender Offer is subject to e.g. necessary regulatory approvals, permits and consents, including without limitation competition clearances, and the Offeror gaining control of more than ninety percent (90%) of the issued and outstanding shares and voting rights of Tecnotree;
•  The Offeror will on or about 16 March 2018 publish a tender offer document with detailed information on the Tender Offer;
•  The offer period under the Tender Offer is expected to commence on or about 19 March 2018 and to run for approximately four (4) weeks. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer.

Commenting on the Tender Offer, Harri Koponen, Chairman of the Board of Directors of Tecnotree, said: “After a thorough examination of the Tender Offer, the Board of Directors of Tecnotree has unanimously decided to recommend the shareholders to accept it. Tecnotree is a Finnish telecom product company in existence for over 40 years focused on telecommunications software. In 2017, Tecnotree’s profitability clearly increased, but company’s liquidity and cash position remained challenging due to the financial obligations resulting from historical activities. We have been investigating and evaluating different financing arrangements to strengthen company’s liquidity and cash position. Our view is that this Tender Offer provides a good and durable solution for Tecnotree’s financing need.”

Commenting on the Tender Offer, Padma Ravichander, CEO of Tecnotree, said: “We in Tecnotree are on a journey towards transforming the digital experience of our Telecom customers and their subscribers using our state-of-the-art products. As our 2017 results showed, we are already on a strong path towards profitability. Viking and its affiliates have extensive experience in acquiring, stabilizing and growing international software companies so I am confident that with their involvement and support we are able to reach our goal to achieve financial stability and to serve our customers even better. We also believe that Viking and its affiliates can help Tecnotree to improve its execution, quality and agility as well as to develop new and innovative business models. We look forward to this acquisition to strengthen and stabilize Tecnotree and to takes us from a Best of Niche Player to a “Best of Suite“ player in the markets we serve!”

Commenting on the Tender Offer, Mike Shinya, President of the Offeror, said: “I view Tecnotree with excitement and optimism and see the combination of word class clients, solutions and employees as compelling. Viking and its affiliates passionately hold the belief that there is long term, sustainable and profitable future for Tecnotree with long-term growth and success.”

BACKGROUND AND STRATEGIC PLANS 

The Offeror is a corporation incorporated on 29 January 2018 and existing under the laws of Delaware, the United States. The Offeror is wholly owned and controlled by Mr. Joseph Liemandt and formed at his direction for the purpose of making the Tender Offer. The Offeror has not carried out business operations since its incorporation.

Mr. Joseph Liemandt is a private individual based in the United States. After studying economics at the Stanford University, Mr. Liemandt founded the Trilogy group of companies in 1989. The Trilogy group is founded on the principle of utilizing disruptive technology to unleash significant business value to its customers and under Mr. Liemandt’s control, has grown rapidly through acquisitions and organically. In addition, Mr. Liemandt holds a number of other assets, including liquid investments and minority interests in certain private and public companies. 

The Offeror and its affiliates focus on buying, strengthening and growing software companies worldwide. The acquisition of Tecnotree represents an opportunity for the Offeror to leverage its strong history revitalizing enterprise software companies and selling solutions in the telecommunications industry. 

Tecnotree is a global supplier of telecom IT software products and solutions, for charging, billing, customer care, messaging and content management services. The Company’s product portfolio comprises virtually the full range (order-to-cash) business management solutions for telecom operators, with standard solutions for fixed networks, mobile services and broadband and for managing subscriptions, services and cash flows for prepaid and post-paid customers. Tecnotree is listed on Nasdaq Helsinki with the trading code TEM1V.

The Offeror’s aim is to return the Company to sustainable profitability and to develop the business globally going forward. The Offeror will focus on ensuring long term financial viability and is committed to taking the necessary steps to ensure that this is achieved. The Offeror is analyzing necessary measures to be taken after the completion of the Tender Offer but no decisions have been made so far. Any measures taken will be done keeping in mind the best interest of Tecnotree’s valued customers and longterm viability of the Company and in accordance with the restructuring programme. In accordance with the Offeror’s current view, the planned measures may include also cost savings and restructurings.

THE TENDER OFFER IN BRIEF

The Offeror and Tecnotree have on 8 March 2018 entered into the Transaction Agreement, pursuant to which the Offeror will make a voluntary recommended public tender offer to purchase all issued and outstanding shares in Tecnotree. On the date of this stock exchange release, Tecnotree has 122,628,428 shares. Should such amount of shares be tendered in the Tender Offer that the Offeror obtains more than ninety percent (90%) of all shares and voting rights in Tecnotree, the Offeror intends to initiate compulsory redemption proceedings for the remaining of the shares and thereafter apply for delisting of the shares of Tecnotree from Nasdaq Helsinki. The Offeror does not hold any shares in Tecnotree at the date of this announcement. For a brief description of the Transaction Agreement, please see “Summary of the Transaction Agreement” below.

The price offered for each share validly tendered in the Tender Offer will be EUR 0.10 in cash. Any distribution of assets by Tecnotree after the date of the Transaction Agreement shall reduce the Offer Price by an amount equal to such distribution per share.

The grounds on which the consideration of EUR 0.10 for each Share validly tendered is based are that the liquidity and cash position of Tecnotree are extremely challenging and Tecnotree has significant uncertainty factors relating to the continuity of its operations. Tecnotree’s ability as going concern is dependent on the successful completion of getting new financing but Tecnotree has not succeeded in realizing the needed financing arrangement. 

The offer period under the Tender Offer is expected to commence on or about 19 March 2018 and initially expected to run until 13 April 2018. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer.

The detailed terms and conditions of the Tender Offer and information on how to accept the Tender Offer will be included in the tender offer document expected to be published by the Offeror on or about 16 March 2018.

The Offeror and Tecnotree have undertaken to follow the Helsinki Takeover Code issued by the Finnish Securities Market Association as referred to in the Finnish Securities Market Act.

The Offeror reserves the right to buy shares of Tecnotree before, during and/or after the offer period in public trading on Nasdaq Helsinki or otherwise.

Recommendation by the Board of Directors of Tecnotree

The Board of Directors of Tecnotree has unanimously decided to recommend that the shareholders accept the Tender Offer for their shares. The statement of the Board of Directors of Tecnotree containing the unanimous and unconditional recommendation prepared pursuant to the Finnish Securities Market Act and the Helsinki Takeover Code will be included as an appendix to the tender offer document. In order to support its assessment of the Tender Offer, the Board of Directors of Tecnotree has commissioned Ernst & Young Oy (“EY”) to provide a fairness opinion concerning the Tender Offer. The complete fairness opinion will be attached to the statement of the Board of Directors of Tecnotree.

Support by Certain Shareholders and Management

Certain shareholders of Tecnotree as well as the Board members and the CEO of Tecnotree who, as of the date hereof, hold in the aggregate 50,832,217 shares in Tecnotree, representing approximately 41.45 percent of the shares in Tecnotree, have given irrevocable undertakings to the Offeror to accept the Tender Offer in respect of all shares held by such shareholder pursuant to the terms and conditions of the Tender Offer.

Conditions for the Completion of the Tender Offer

The completion of the Tender Offer will be subject to the satisfaction or waiver by the Offeror of the following conditions:

1)      the valid tender of shares representing (together with any shares that may be held by the Offeror) more than ninety per cent (90%) of the issued and outstanding shares and voting rights of Tecnotree on a fully diluted basis calculated in accordance with Chapter 18 Section 1 of the Finnish Companies Act (624/2006, as amended) governing the right and obligation to commence a mandatory redemption procedure;

2)     the receipt of all applicable regulatory permits, consents and approvals, including anti-trust approvals, necessary to permit the consummation of the transactions contemplated hereunder in such a manner that the terms and conditions possibly included in such permits, consents or approvals are acceptable to the Offeror;

3)       no order or regulatory action by a court or regulatory authority of competent jurisdiction preventing, postponing or materially challenging the completion of the Tender Offer;

4)       no information made public or disclosed by Tecnotree to the Offeror being materially inaccurate, incomplete or misleading and Tecnotree not having failed to make public any information that should have been made public by it under applicable laws and regulations, including the rules of the Nasdaq Helsinki, provided that, in each case, such disclosure or failure to disclose information constitutes or results in a Material Adverse Change (as defined below);

5)        no fact or circumstance having arisen after the date of this announcement that constitutes a Material Adverse Change (as defined below);

6)       the Offeror not, after the signing of the Transaction Agreement, having received information previously undisclosed to it that constitutes a Material Adverse Change (as defined below), that occurred prior to the signing of the Transaction Agreement;

7)        the Transaction Agreement still being in force; 

8)       the Recommendation of the Board of Directors of Tecnotree being in force and not amended (other than with respect to amendments which are required under applicable laws and regulations including the Takeover Code and which do not amend the material substance of the Recommendation in a manner detrimental to the Offeror); and 

9)       the undertakings by certain shareholders of Tecnotree (representing 41.45 percent of the shares in Tecnotree) to accept the Tender Offer remain in full force and effect in accordance with their terms.

The Offeror shall not invoke any of the above conditions for completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, unless the non-fulfilment of the relevant conditions for completion has a significant meaning to the Offeror from the perspective of the Tender Offer, as referred to in the Regulations and Guidelines 9/2013, as may be amended or re-enacted from time to time, issued by the Finnish Financial Supervisory Authority and the Helsinki Takeover Code.

Authority Approvals

The completion of the Tender Offer is, among other things, conditional upon receipt of all applicable regulatory permits, consents and approvals, including antitrust approvals, necessary to permit the completion of the Tender Offer.

As of the date of this announcement, the Offeror has the understanding that no anti-trust approvals from any authority or making any filing or giving any notice to any anti-trust authority would be required in connection with the execution of the Transaction Agreement and the Tender Offer or consummation of the transactions contemplated thereby.

Financing

The Offeror will finance the Tender Offer (including any subsequent compulsory redemption proceedings in accordance with the Finnish Companies Act) through financing arrangements that will be unconditionally at its disposal and no third party consent or financing is required by the Offeror to finance the Tender Offer (including any subsequent compulsory redemption proceedings in accordance with the Finnish Companies Act). The Offeror is the main creditor of the Company. The Offeror’s outstanding receivables from the Company amount to approximately EUR 21.64 million and consist of both secured and unsecured debt included in the restructuring programme.

SUMMARY OF THE TRANSACTION AGREEMENT

General

The Transaction Agreement entered into by and between the Offeror and Tecnotree sets forth the principal terms under which the Offeror will make the Tender Offer.

In the Transaction Agreement, the Offeror and Tecnotree have agreed on the conditions to completion of the Tender Offer as set out above.

Subject to the Offeror acquiring more than ninety percent (90%) of the issued and outstanding shares and voting rights of Tecnotree, the Offeror has undertaken to commence compulsory redemption proceedings of the remaining shares of Tecnotree and to cause the Tecnotree shares to be delisted from Nasdaq Helsinki.

Recommendation of the Board of Directors of Tecnotree

Under the Transaction Agreement, the Board of Directors of Tecnotree undertakes to issue a formal recommendation to the shareholders of Tecnotree to accept the Tender Offer. The Board of Directors of Tecnotree undertakes to issue and publish the recommendation (which shall be accompanied by a fairness opinion obtained by the Board of Directors from an independent financial advisor). The recommendation shall be incorporated in the tender offer document before its publication in accordance with Chapter 11, section 11 of the Finnish Securities Markets Act.

The Board of Directors of Tecnotree may nevertheless decide to withdraw, modify or change the recommendation and take actions contradictory to the recommendation if the Board of Directors determines in good faith after taking advice from external legal counsel and its financial advisers and after providing the Offeror with a reasonable opportunity to discuss with the Board of Directors of Tecnotree, that such withdrawal, modification, or change is required in order for the Board of Directors to comply with its mandatory fiduciary duties to Tecnotree’s shareholders under Finnish laws and the Helsinki Takeover Code.

Further, in the event of a competing offer or competing proposal, the Board of Directors of Tecnotree may cancel, modify, change or not issue the recommendation if (i) Tecnotree has not solicited competing offers as described below, (ii) Tecnotree has promptly notified the Offeror (and in any event within two (2) business days of the Company’s receipt of the competing offer or competing proposal, as applicable) with reasonably detailed information about the competing offer or competing proposal (including identity of competing offeror, pricing, and other material terms and conditions, as well as any material revisions thereto), (iii) the Board of Directors of Tecnotree has provided certain time period to the Offeror to enhance the Tender Offer; and (iv) the Board of Directors of Tecnotree under its mandatory fiduciary duties reasonably and in good faith considers that it would no longer be in the best interest of the shareholders of Tecnotree to accept the Tender Offer. If a competing offer would be published but the Offeror would enhance its Tender Offer so as to, in the reasonable opinion of the Board of Directors of Tecnotree rendered in good faith, be at least equally favorable to the shareholders as the competing offer, the Board of Directors of Tecnotree shall confirm and uphold the recommendation for the Tender Offer, as amended.

Tecnotree has also undertaken not to solicit or encourage any competing offers or proposals for such offers or other transactions competing with the Tender Offer, nor to promote any such proposals, except if the Board of Directors of Tecnotree considers that such promoting measures are required in order for the Board of Directors to comply with its mandatory fiduciary duties. Tecnotree has agreed to inform the Offeror of any competing proposals as described above and to provide the Offeror with an opportunity to negotiate with the Board of Directors of Tecnotree of matters arising from such competing proposals.

Representations, Warranties, Covenants and Undertakings

The Transaction Agreement further includes certain representations, warranties and undertakings by both parties, such as conduct of business by Tecnotree in the ordinary course of business before the completion of the Tender Offer, and cooperation by the parties in making necessary regulatory filings. Under the Transaction Agreement, the Offeror as the main creditor of the Company, has agreed not to claim that the Company would be in default in respect of the existing payment arrangements nor invoke any right of a creditor of the Company to cause the debt arrangement in the restructuring programme to lapse or the restructuring programme to lapse for as long as the Transaction Agreement has not been terminated or expired.

Termination

The Transaction Agreement may be terminated at any time prior to the closing date of the Tender Offer, as follows:

(a)   by mutual written agreement of the parties;

(b)   by either party by a written notice to the other party if the completion of the Tender Offer has not occurred on or before 30 June 2018 (the “Long-stop Date”), however, for the sake of clarity, the Company may not terminate the Transaction Agreement if the completion of the Tender Offer has not occurred on or before the Long-stop Date due to any pending regulatory permits, consents and approvals, including any anti-trust approvals that are necessary for the consummation of the Tender Offer;

(c)   by the Company if the Offeror has not commenced the Tender Offer period on or before 31 May 2018

(d)   by either party by a written notice to the other party upon a material breach of any warranties of the other Party set forth in the Transaction Agreement, provided, however, that such breach constitutes or results in a material adverse effect (i) on the breaching party and its subsidiaries, taken as a whole, or (ii) on the consummation of the Tender Offer, or (iii) the benefits of the Tender Offer to the Offeror or to the shareholders of the Company, and provided that such breach has not been cured prior to the Long-stop Date;

(e)   by either party by a written notice to the other party upon a material breach of any undertakings by, or of any obligations of the other Party (other than the warranties) set forth in the Transaction Agreement;

(f)    by either party by a written notice to the other party if the Board of Directors of the Company has in compliance with the provisions of the Transaction Agreement withdrawn, modified or changed the recommendation in a manner detrimental to the Offeror;

(g)   by either party by a written notice to the other party in case of a final, non-appealable injunction or other order issued by any court of competent jurisdiction or other final, non-appealable legal restraint or prohibition preventing the consummation of the Tender Offer;

(h)  by the Offeror, if, after the signing of the Transaction Agreement, there occurs a Material Adverse Change or if, after the signing of the Transaction Agreement, the Offeror has received information previously undisclosed to it that constitutes a Material Adverse Change;

(i)     by either party by a written notice to the other party if the conditions to completion of the Tender Offer have not been satisfied or waived by Offeror in accordance with the terms and conditions of the Tender Offer and the Offeror has publicly announced that it will not complete the Tender Offer; or

(j)     by the Offeror in case the Board of Directors of the Company has, for any reason whatsoever, modified, cancelled, changed or decided not to issue the recommendation.

“Material Adverse Change” means:

(A) one or several events, conditions, circumstances, developments, occurrences, changes or facts, including a loss of a material customer, that, individually or in the aggregate, results in or would reasonably expect to result in (i) the debt arrangement in the restructuring programme to lapse, (ii) the restructuring programme to lapse, (iii) the restructuring programme to be materially changed, (iv) the Company not possessing sufficient liquidity to continue its business in the ordinary course in all material respects between the signing of the Transaction Agreement and the completion of the Tender Offer, or (v) the Company being declared bankrupt; or

(B) one or several events, conditions, circumstances, developments, occurrences, changes or facts that, individually or in the aggregate, have, results in or would reasonably expect to have or result in, a material adverse effect on the business, assets, financial condition or results of operations of Tecnotree group, taken as a whole, excluding, however, any adverse effects or circumstances arising wholly or substantially, out of:

(i) any changes in general economic, industry, market, regulatory or political conditions, so long as such adverse effect or circumstance does not have a disproportionate effect on the Group relative to other industry participants;

(ii) an act or omission carried out or omitted by the Offeror (in its capacity as bidder in the Tender Offer or otherwise) or an act or omission carried out or omitted by a Tecnotree group company at the express request or direction of the Offeror (in its capacity as bidder in the Tender Offer or otherwise);

(iii) any natural disasters, strike, outbreak of major hostilities or act of war or terrorism, so long as such adverse effect or circumstance does not have a disproportionate effect on the Tecnotree group relative to other industry participants; or

(iv) the Tender Offer; or

(C) any divestment or reorganization of all or any material part of the assets of the Tecnotree group or a Tecnotree group company.

For the sake of clarity, under no circumstances shall any Material Adverse Change be deemed to exist to the extent the effect causing the alleged Material Adverse Change has been publicly disclosed in the Company’s stock exchange releases published during the three (3) years preceding the signing of the Transaction Agreement or has been fairly disclosed in the due diligence conducted by the Offeror.

ADVISERS

The Offeror has appointed Evli Bank Plc, Corporate Finance as financial adviser and Castrén & Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer.

Tecnotree has appointed EY LLP as financial adviser and Fondia Plc as legal adviser.

TECNOTREE CORPORATION

Board of Directors

PRESS CONFERENCE 

Viking and Tecnotree will host a meeting in Helsinki (Pieni Roobertinkatu 1-3) for media and analysts regarding the announcement and Tender Offer at Hotel Lilla Roberts, room Emmy, today (8 March 2018) at 11a.m. (EET).

FURTHER INFORMATION

• Harri Koponen, chairman of the Board of Tecnotree, phone +358 40 1922 464
• Padma Ravichander, CEO of Tecnotree, phone +97 15 641 414 20, +358 40 015 6371
• Mike Shinya, President of Viking, phone +44 7768 337351

Tecnotree in brief:

Tecnotree is a global supplier of telecom IT software products and solutions, for charging, billing, customer care, messaging and content management services. The Company’s product portfolio comprises virtually the full range (order-to-cash) business management solutions for telecom operators, with standard solutions for fixed networks, mobile services and broadband and for managing subscriptions, services and cash flows for prepaid and post-paid customers.

Tecnotree is listed on Nasdaq Helsinki (TEM1V). For more information, please visit www.tecnotree.com.

Viking in brief:

Viking is a corporation incorporated and existing under the laws of Delaware, the United States. Viking and its affiliates focus on buying, strengthening and growing software companies worldwide.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.