Sampo Oyj The Outcome Of The Recommended Mandatory Public Cash Offer To The Shareholders In Nordax
March 22 2018 - 11:45AM
Dow Jones News
TIDMSAMPO
SAMPO PLC STOCK EXCHANGE RELEASE 22 March 2018 at 5:15 pm
PLEASE NOTE THAT THE INFORMATION REGARDING NDX INTRESSENTER AB'S PUBLIC
TAKEOVER OFFER (THE "OFFER") SET OUT HEREIN IS PUBLISHED FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER ANNOUNCEMENT. THE FORMAL OFFER
ANNOUNCEMENT PUBLISHED BY NDX INTRESSENTER AND MORE INFORMATION
AVAILABLE AT WWW.NDXINTRESSENTER.COM http://www.ndxintressenter.com/ .
The outcome of the recommended mandatory public cash offer to the
shareholders in Nordax
On 8 February 2018 Nordic Capital Fund VIII ("Nordic Capital") and Sampo
plc, through NDX Intressenter AB ("NDX Intressenter"), announced a
recommended mandatory public cash offer to the shareholders in Nordax
Group AB (publ) ("Nordax") to acquire all outstanding shares in Nordax
at a price of SEK 60 per share.
On 15 March 2018 NDX Intressenter declared the Offer unconditional and
that the Offer would be completed. NDX Intressenter has today announced
the outcome in the Offer and, at the same time, extended the acceptance
period to 5 April 2018 in order to give the remaining shareholders an
additional possibility to accept the Offer.
Outcome of the Offer
At the end of the acceptance period on 21 March 2018, the Offer had been
accepted by shareholders representing a total of 23,044,054 shares in
Nordax, corresponding to 20.77 per cent of all shares and votes in the
company.
At the time of the announcement of the Offer, Nordic Capital and Sampo
together owned 33,326,883 shares, corresponding to 30.04 per cent of all
shares and votes in Nordax. Nordic Capital and Sampo have thereafter
acquired an additional 51,318,929 shares in total, corresponding to
46.26 per cent of all shares and votes in Nordax, outside the Offer.
Nordic Capital and Sampo thereby own a total of 84,645,812 shares,
corresponding to 76.29 per cent of all shares and votes in Nordax and
have, as previously communicated, undertaken to transfer all their
shares in Nordax to NDX Intressenter in connection with completion the
Offer. This means that together with the acceptances received in the
Offer, NDX Intressenter controls a total of 107,689,866 shares,
corresponding to 97.07 per cent of all shares and votes in Nordax.
As previously communicated, Nordic Capital and Sampo will hold 63.75 and
36.25 per cent, respectively, of the shares and votes in NDX
Intressenter following the completion of the Offer.
THE OFFER REFERRED TO IN THIS STOCK EXCHANGE RELEASE IS NOT BEING MADE,
WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG-KONG, JAPAN, CANADA,
NEW ZEALAND, SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER,
ACCORDING TO LEGISLATION AND REGULATIONS IN SUCH JURISDICTION, WOULD BE
PROHIBITED BY APPLICABLE LAW. THE OFFER IS NOT BEING MADE TO (NOR WILL
TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR PERSONS
IN ANY OTHER JURISDICTIONS WHERE TENDER OF SHARES WOULD DEMAND FURTHER
DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED
PURSUANT TO SWEDISH LAW.
Important information to U.S. shareholders
The Offer will be made for the shares in Nordax, a Swedish limited
liability company. The Offer will be made in the United States pursuant
to an exemption from certain U.S. tender offer rules provided by Rule
14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the
"U.S. Exchange Act"), in compliance with Section 14(e) of the U.S.
Exchange Act and otherwise in accordance with the requirements of
Swedish law. Accordingly, the Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under U.S. domestic
tender offer procedures and laws.
It may be difficult for U.S. shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws, since NDX
Intressenter and Nordax are located in a non-U.S. jurisdiction, and some
or all of their officers and directors may be residents of a non-U.S.
jurisdiction. U.S. shareholders may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for violations
of the U.S. securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S.
court's judgement.
The receipt of cash pursuant to the Offer by shareholders who are U.S.
taxpayers 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 his or her
independent professional adviser regarding the tax consequences of the
Offer.
In accordance with normal Swedish practice and pursuant to Rule 14e-5(b)
of the U.S. Exchange Act, NDX Intressenter and its affiliates or brokers
(acting as agents for NDX Intressenter or its affiliates, as applicable)
may from time to time, and other than pursuant to the Offer, directly or
indirectly purchase, or arrange to purchase outside the United States,
shares in Nordax that are the subject of the Offer or any securities
that are convertible into, exchangeable for or exercisable for such
shares before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. To
the extent information about such purchases or arrangements to purchase
is made public in Sweden, such information will be disclosed to U.S.
shareholders in Nordax. In addition, the financial advisors to NDX
Intressenter, may also engage in ordinary course trading activities in
securities of Nordax, which may include purchases or arrangements to
purchase such securities.
SAMPO PLC
Jarmo Salonen
Head of Investor Relations and Group Communications
Tel. +358 10 516 0030
Mirko Hurmerinta
IR & Communications Specialist, Media Relations
tel. +358 10 516 0032
Distribution:
Nasdaq Helsinki
London stock exchange
The principal media
Financial Supervisory Authority
www.sampo.com
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Sampo Oyj via Globenewswire
http://www.sampo.com
(END) Dow Jones Newswires
March 22, 2018 11:30 ET (15:30 GMT)
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