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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