News Tag: mfn-ext-nq-company-announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED “IMPORTANT INFORMATION” BELOW.

Rite LS SPV AB (“Rite LS SPV”) and the parties acting in concert with it, Rite Internet Ventures Holding AB (“RIVH”), Rite SPV 2025-1 AB (“Rite SPV 2025-1”), and Bird Cherry Holding AB (“Bird Cherry”), which is wholly-owned by Christoffer Häggblom (Rite LS SPV, RIVH, Rite SPV 2025-1 and Bird Cherry, together “Rite Ventures” or the “Offerors”), have on 27 March 2026 commenced a mandatory tender offer to acquire all issued and outstanding shares in Lemonsoft Oyj (“Lemonsoft” or the “Company”) that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the “Tender Offer”). On 26 March 2026, the Offerors published a tender offer document concerning the Tender Offer (the “Tender Offer Document”). The offer period for the Tender Offer commenced on 27 March 2026 at 9:30 a.m. (Finnish time) and expires on 5 May 2026 at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued in accordance with the terms and conditions of the Tender Offer.

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the supplement to the Tender Offer Document (the “Supplement Document”). The Supplement Document relates to the statement by the Board of Directors of Lemonsoft on the Offer, issued on 1 April 2026, in accordance with Chapter 11, Section 13 of the Finnish Securities Markets Act (746/2012, as amended, “SMA”). The Company also published a company release regarding the statement on 1 April 2026. The Supplement Document is attached as Appendix 1 to this release.

The Tender Offer Document and the Supplement Document are available in Finnish at riteventures.com/lemonsoft-ostotarjous and danskebank.fi/lemonsoft, and their English language translations at riteventures.com/lemonsoft-tender-offer and danskebank.fi/lemonsoft-en. The Supplement Document is available as of 2 April 2026.

For further information, please contact

Christoffer Häggblom, Chair of the Board, Rite Ventures, tel. +46 728808241, torite@riteventures.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, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES 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 OFFER, IN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE OFFER FOR THE SHARES 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 LAWS OR REGULATIONS. 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, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ FIRST NORTH AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Lemonsoft in the United States

Shareholders of Lemonsoft in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Lemonsoft is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer will be made for the issued and outstanding Shares of Lemonsoft, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is expected to be made in the United States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier I tender offer and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those applicable under the tender offer procedures and laws of the United States for domestic offers. The Tender Offer is made to Lemonsoft’s shareholders in the United States on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Lemonsoft’s other shareholders.

To the extent permissible under applicable law or regulations, Rite Ventures and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Rite Ventures or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares, provided that any such purchases shall be effected outside of the United States. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and the consideration in the Tender Offer must be increased to match any such consideration paid outside the Tender Offer. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Lemonsoft of such information. In addition, the financial adviser to Rite Ventures may also engage in ordinary course trading activities in securities of Lemonsoft, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases 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 or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.

To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of shares and will not give rise to claims on the part of any other person. It may be difficult for Lemonsoft’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Rite Ventures and Lemonsoft are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Lemonsoft’s shareholders may not be able to sue Rite Ventures or Lemonsoft or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Rite Ventures and Lemonsoft and their respective affiliates to subject themselves to a U.S. court’s judgment.

Forward-looking statements

This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified 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 and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.

Disclaimer

Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.

Danske Bank A/S (acting via its Finland Branch) is acting as financial advisor of Rite Ventures and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than the Rite Ventures for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Tender Offer.

Appendix 1: Supplement Document

The Board of Directors of Lemonsoft Oyj has confirmed the terms of the third performance period of the share-based incentive plan for selected key employees of the company.

The aim of the plan is to align the long-term interests of the shareholders and the key employees, encourage management to invest personally in the company’s shares, retain key personnel, and offer a competitive reward structure in which participants may earn shares based on performance and their own investment.

This Performance Matching Share Plan 2024–2028, established in 2024, includes three performance periods covering the financial years 2024–2026, 2025–2027 and 2026–2028. The Board decides annually on the commencement and detailed terms of each performance period. A prerequisite for receiving a reward is that the participant allocates or acquires a number of Lemonsoft Oyj shares determined by the Board.

The rewards for each performance period will be paid partly in Lemonsoft Oyj shares and partly in cash by the end of May in the year following the end of the performance period. The cash portion is intended to cover taxes and tax-related costs arising from the reward. As a rule, no reward will be paid if the participant’s employment or service with the group ends before the reward payment.

The performance criterion for the third performance period 2026–2028 is the Total Shareholder Return (TSR) of the company’s share. The target group for this performance period consists of 6 persons, including the CEO and five members of the Management Team. The gross rewards to be paid for the third performance period correspond to a maximum total value of 142,500 Lemonsoft Oyj shares, including the portion to be paid in cash. The final number of shares depends on the participant’s share acquisition and the achievement of the performance criteria.

The reward may be reduced if the limits set by the Board for the payable reward from the performance period are reached.

On 21 May 2025, the Board of Directors of Lemonsoft Oyj decided to launch a buyback programme of the company’s own shares based on the authorisation granted by the Annual General Meeting held on 9 April 2025. The programme commenced on 22 May 2025 and ended on 19 February 2026. During the buyback programme, Lemonsoft Oyj acquired a total of 300,000 of its own shares at an aggregate value of EUR 1,967,490.23. The company paid an average of EUR 6.5583 per share. The shares were acquired in public trading on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd at the market price prevailing at the time of purchase.

The purpose of the share buyback was to develop the company’s capital structure and to use the shares as part of the company’s share-based incentive schemes, acquisitions or for other purposes determined by the Board of Directors.

Lemonsoft Oyj has a total of 18,262,768 shares. Prior to the commencement of the buyback programme, the company held 168,401 of its own shares and, following the conclusion of the programme, the company now holds 468,401 of its own shares.

The Shareholders’ Nomination Board has consisted of Victor Mellgren (representing Rite Internet Ventures Holding AB, Rite Ls Spv AB and Rite Spv 2025-1 AB), Jarmo Kinnunen (representing Kari Joki-Hollanti) and Daniel Jern (representing Alcur Fonder). Victor Mellgren has acted as the Chair of the Nomination Board. The shareholders represented in the Nomination Board represent 75,96 % of the votes in Lemonsoft Oyj.

1. Shareholders´ Nomination Board’s proposal to the Annual General Meeting 2026
The Shareholder’s Nomination Board have prepared the following proposals to the General Meeting:

Remuneration to the Members of the Board as well as remuneration of the Board’s Committees, in accordance with the remuneration policy

The Nomination Board proposes that the remuneration payable to the Members of the Board remain unchanged, i.e. as follows: The Chairman of the Board will be paid a monthly remuneration of EUR 3,200 (3,200) and other Board Members will be paid a monthly remuneration of EUR 1,600 (1,600) and travel expenses will be reimbursed in accordance with the company’s travel policy.

The Nomination Board proposes that the remuneration payable to the Members of the Board’s Committees also remain unchanged, i.e. as follows: The Chair of the Audit Committee will be paid a remuneration of EUR 1,100 (1,100) per meeting and the members of the Audit Committee will be paid a remuneration of EUR 550 (550) per meeting.

Number of Members of the Board

The Nomination Board proposes that the Board of Directors shall consist of six Board Members.

Composition of the Board, proposal of Board Members and Chair of the Board

The Nomination Board proposes to re-elect Christoffer Häggblom, Kari Joki-Hollanti, Michael Richter, Saila Miettinen-Lähde and Ilkka Hiidenheimo as members of the Board of Directors and to re-elect Christoffer Häggblom as Chair of the Board.

In addition, the Nomination Board proposes to elect Mikael da Costa as the new sixth member of the Board of Directors.

Information on the proposed new Board Member

Mikael da Costa (b. 1987), Finnish citizen.

Education:
Studies in Economics, Salpaus Business School, 2006–2009.

Primary work experience:
Founder and Chief Executive Officer, SEO AI Oy, 2023–
Founder, Chief Executive Officer and Chief Product Officer, Leadoo Marketing Technologies Oy, 2018–2025
Founder and Chief Executive Officer, Jobilla Oy, 2015–2018

Current positions of trust:
Board Member, SEO AI Oy, 2023–
Board Member, Leadoo Marketing Technologies Oy, 2021–

Previous positions of trust:
Co Founder and Board Member, Kiva Work Oy, 2021–2023
Co Founder and Board Member, OCMG Nordic Oy, 2020–2023
Board Member, Jobilla Oy, 2015–2018

Information on the proposed re-elected Board Members

Information about the Board Members proposed to be re-elected can be found on the company’s website (https://investors.lemonsoft.fi/board-of-directors/).

2. The Shareholders’ Nomination Board’s motivation to the Board composition
The Nomination Board has come to the conclusion that the proposed composition of the Board of Directors, consisting of six Board Members, corresponds well with the requirements placed on the Board of Directors. The Nomination Board has specifically considered the competence areas within;

1. the Company’s business activities and industry;
2. the Management of a public company of a corresponding size;
3. corporate and financial administration;
4. strategy work as well as mergers and acquisitions;
5. international sales;
6. internal control and risk management; and
7. corporate governance.

The Nomination Board is of the opinion that the proposed composition of the Board is appropriate and that the Board Members complement each other well with regards to competences, qualifications and experiences.

The Nomination Board has considered the independence requirements on the Board Members contained in the Finnish Corporate Governance Code and noted that the proposal of the composition of the Board is in accordance with the requirements. The Nomination Board has also considered the diversity requirements of the Board contained in the Finnish Corporate Governance Code and noted that the gender distribution in the board is not equally distributed. The Nomination Board will continue its process to, in a longer perspective, further strengthen the diversity of the Board.

3. Account of the Shareholders´ Nomination Board’s operations
The Nomination Board has held three recorded meetings. All decisions made have been unanimous.

The Nomination Board has as basis for its work been provided with an evaluation of the Board of Directors and its work. The Nomination Board has also conducted interviews with Members of the Board.

No other proposals for Board Members than by the members of the Nomination Board have been put forward.