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 OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Lemonsoft Oyj (”Lemonsoft” or the ”Company”) has today received information that Rite LS SPV AB’s (”Rite LS SPV”) portion of all shares and voting rights in Lemonsoft has exceeded 50% as a result of the share transactions made on 6 March 2026 and that Rite LS SPV has thereby become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft in accordance with Chapter 11, Section 19 of the Securities Markets Act (746/2021, as amended).
Rite LS SPV has today announced the following information regarding the above:
Rite LS SPV AB (”Rite LS SPV”) has, through share purchases made on 6 March 2026, acquired a total of 355,619 shares in the Company. Rite LS SPV is acting in concert with 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”). The shareholdings of RIVH and Rite SPV 2025-1 have since been concentrated under Rite LS SPV in connection with the share purchases.
The highest price paid for the acquired shares was EUR 4.67 per share. The price is the highest price paid by Rite Ventures or any other parties acting in concert with Rite Ventures in accordance with Chapter 11, Section 5 of the Finnish Securities Markets Act (746/2012, as amended, “SMA”) for the shares in Lemonsoft within the last six months.
As a result of the share purchases, Rite Ventures’ total shareholding in Lemonsoft through Rite LS SPV increased to a total of 8,996,117 shares, corresponding to approximately 50.56 per cent of all shares and voting rights in the Company, excluding own shares held by Lemonsoft. Consequently, after the share purchases, the shareholding of Rite Ventures exceeded 50 per cent of the voting rights carried by shares in Lemonsoft, and Bird Cherry, RIVH and Rite SPV 2025-1 acting in concert with Rite LS SPV have become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft in accordance with Chapter 11, Section 19 of the SMA (the “Offer“). Prior to the share purchases, Rite Ventures held 8,640,498 shares in Lemonsoft, representing approximately 47.31 per cent of all shares in Lemonsoft. Rite Ventures is the largest shareholder of Lemonsoft.
In the Offer, Rite Ventures will offer a cash consideration of EUR 4.67 per share for each share in Lemonsoft (the ”Offer Price”). The Offer Price represents a price of approximately 0.64 per cent lower than the closing price of the share on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“Nasdaq First North”) on 5 March 2026, i.e., the last day of trading preceding the triggering of the obligation to launch the Offer, and a price of approximately 11.34 per cent lower than the volume-weighted average price of the Lemonsoft shares during the three months preceding the triggering of the obligation to launch the Offer.
In accordance with Chapter 11, Section 22 of the SMA, a mandatory takeover bid shall be made public within one month from the triggering of the obligation to launch a bid, i.e., on 7 April 2026, at the latest. Following the publication of the Offer, the offer period of the Offer will be commenced after the Finnish Financial Supervisory Authority has approved the tender offer document, which includes the detailed terms and conditions of the Offer. Rite Ventures is of the view that the completion of the Offer will not require approvals from competition authorities or any notifications or applications under applicable foreign direct investment regulations.
Christoffer Häggblom, who is a Chair of the Board of Directors of Lemonsoft, and Michael Richter, who is a member of the Board of Directors of Lemonsoft, representing Rite Ventures group, will not participate in the handling of matters related to the Offer in Lemonsoft’s Board of Directors.
“Rite Ventures has acted as a long-term and committed owner of Lemonsoft since 2016, supporting its strategy and development over time. Our increased ownership reflects our strong conviction in Lemonsoft’s direction, and we are prepared to further increase our ownership through the mandatory takeover bid. We look forward to continuing to develop the Company as active owners together with the management and other shareholders and to contributing to Lemonsoft’s long-term growth and value creation", states Christoffer Häggblom, Bird Cherry’s sole shareholder and the Chair of the Board of Directors of Lemonsoft.
Kari Joki-Hollanti holding approximately 26.17 per cent of the shares and voting rights in Lemonsoft has irrevocably undertaken not to accept the Offer with respect to shares held by him.
Rite Ventures also reserves the right, to the extent permitted by applicable laws and regulations, to acquire shares in public trading on Nasdaq First North or otherwise before the commencement of the offer period, during the offer period, and/or after the offer period of the Offer or otherwise outside the Offer.
Rite Ventures has appointed Danske Bank A/S, Finland branch as its financial advisor and Hannes Snellman Attorneys Ltd as its legal advisor in connection with the Offer.
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 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, SOUTH AFRICA OR THE UNITED STATES. 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 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 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, SOUTH AFRICA OR THE UNITED STATES. THE 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, SOUTH AFRICA OR THE UNITED STATES 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
The Offer will be made for the shares of Lemonsoft, a company organized under Finnish law, and is subject to Finnish disclosure and procedural requirements, which are different from those of the United States. Shareholders in the United States are advised that the shares of Lemonsoft 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 “U.S. 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 Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d-1(c) or (d) under the U.S. Exchange Act with respect to a Tier I or Tier II exemption (as to be determined prior to the launch of the Offer), and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the offer timetable, extension notices, early termination and purchases outside the Offer, which are different from those applicable under U.S. domestic tender offer procedures and law. Holders of the shares of Lemonsoft domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer once it is launched.
Except as may be required by the U.S. Exchange Act, the Offer will be made to U.S. Holders generally on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any information documents, including the tender offer document, will be disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Lemonsoft’s other shareholders.
The Offer, which will be subject to Finnish law, will be made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I or Tier II exemption. To the extent the Offer will be subject to U.S. securities laws, those laws will only apply to U.S. Holders and thus 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 or state securities laws in connection with the Offer, since Lemonsoft is located outside the United States, and some or all of its officers and directors may be residents of countries other than the United States. Lemonsoft’s shareholders may not be able to sue Lemonsoft or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Lemonsoft and/or its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
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 the Rite Ventures or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Lemonsoft outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, to the extent permissible under applicable law or regulation, the financial adviser to the Rite Ventures may also engage in ordinary course trading activities in securities of Lemonsoft, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law.
The receipt of cash pursuant to the Offer by a U.S. Holder 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 shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Rite Ventures nor any of its affiliates and its respective directors, officers, employees or agents or any other person acting on its behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of the Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
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 Offer.