Nets A/S: Evergood 5 AS extends offer period
December 15 2017 - 2:43AM
Company announcement No. 33/2017
|
Evergood 5 AS extends offer
period
With reference to company announcement dated 23 October 2017 (no.
29/2017) regarding the submission of the voluntary, recommended,
public takeover offer for Nets A/S (the "Offer") by Evergood 5 AS
(the "Offeror"), the Offeror has today informed Nets that it has
decided to extend the offer period as set out in the offer document
published on 23 October 2017 (the "Offer Document") to provide
additional time to obtain regulatory approval from the Swedish
Financial Supervisory Authority. The offer period is extended until
and will now expire on 1 February 2018 16:00 (CET).
A copy of the supplement to the Offer Document
prepared by the Offeror and approved by the Danish FSA is attached
in both English and Danish. All other terms and conditions of the
Offer remain unchanged.
As described in company announcement dated 11
December 2017 (no 32/2017) the Offeror has already obtained the
European Commission's approval of the acquisition of Nets A/S as
well as approvals from the Finnish Ministry of Economic Affairs and
the Danish FSA. Furthermore, the Norwegian FSA has confirmed that
it has no objections in relation to the Offeror's acquisition.
Finally, on 12 December 2017, the Finnish FSA confirmed that it has
no objections in relation to the Offeror's acquisition. Thus, the
only pending regulatory approval is consent from the Swedish FSA.
Reference is also made to the statement published
by Nets in company announcement no. 29/2017 whereby the Board of
Directors has decided to recommend the shareholders of Nets to
accept the Offer as the offer price represents an attractive value
when compared to the strategic alternatives available to Nets. The
Board of Directors continues to recommend the shareholders of Nets
to accept the Offer for the reasons described in the statement
regarding the Offer as published in company announcement no.
29/2017.
Please note the following new dates in relation to
the Offer:
1
February 2018 |
Expected
expiration of the offer period |
2
February 2018 |
Latest
expected announcement of any further extension, withdrawal or
completion of the Offer and, in the case of completion, the
preliminary result thereof |
4
February 2018 |
Latest
expected announcement of the final result of the Offer |
7
February 2018 |
Latest
expected settlement of the Offer |
On behalf of the Board of Directors of Nets
A/S
Inge K. Hansen
Chairman
For further information, please
contact:
For media enquiries:
Pia Stoklund, Head of Communications, at +45 29 48 26 46 or
pstok@nets.eu
For investor and analyst
enquiries:
Lars Oestmoe, Head of M&A and IR, at +47 91 34 71 77
or lostm@nets.eu
Information on Nets
Nets is a leading provider of digital payment services and related
technology solutions across the Nordic region. Nets sits at the
centre of the digital payments ecosystem and operates a deeply
entrenched network, which connects merchants, corporate customers,
financial institutions and consumers enabling them to make and
receive payments as well as, increasingly, utilise value-added
services to help them improve their respective activities.
Disclaimer
This announcement is not directed at shareholders of Nets A/S whose
participation in the conditional public takeover offer described
above (the "Offer") would require the issuance of an offer
document, registration or other activities other than what is
required under Danish law. No action has been (or will be) taken
other than in Denmark to permit a public offer in any jurisdiction
where action would be required for that purpose. The Offer and this
announcement are not and will not be made, directly or indirectly,
to shareholders resident in any jurisdiction in which the
submission of the Offer and or this announcement or acceptance
thereof would contravene the law of such jurisdiction. Accordingly,
neither this announcement nor any other material regarding the
Offer may be distributed in any jurisdiction outside Denmark if
such distribution would require any registration, qualification or
other requirement in respect of any offer to purchase or sell
securities or distribute documents or advertisements in respect
thereof. Any person acquiring possession of this announcement or
any other document referring to the Offer is expected and assumed
to obtain on his or her own accord any necessary information on any
applicable restrictions and to comply with such
restrictions.
This announcement does not constitute an offer or invitation to
purchase any securities in Nets A/S or a solicitation of an offer
to buy any securities, pursuant to the Offer or otherwise. The
Offer is made solely by means of the Offer Document and the
Supplement to the Offer Document each approved by the Danish
Financial Supervisory Authority, which contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted. Shareholders in Nets A/S are advised to read the Offer
Document, the Supplement to the Offer Document and the related
documents as they contain important information.
The Offer will be subject to disclosure
requirements under Danish law, which are different from those of
the United States. The Offer is made in the United States
pursuant to an exemption from certain US tender offer rules
provided by Rule 14d-1(d) under the US Securities Exchange Act of
1934, as amended (the "Exchange Act") and in compliance with
Section 14(e) of the Exchange Act. The Offer is subject to Danish
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law.
It may be difficult for shareholders to enforce
their rights and any claim arising out of the US federal securities
laws, since the Offeror and Nets A/S are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. Shareholders may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
The receipt of cash pursuant to the Offer by
shareholders who are US taxpayers may be a taxable transaction for
US federal income tax purposes and under applicable US 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 Danish practice and
pursuant to Rule 14e-5(b) of the Exchange Act, the Offeror or its
nominees, or its brokers (acting as agents or in a similar
capacity), may from time to time make certain purchases of, or
arrangements to purchase, Nets A/S shares outside the United
States, other than pursuant to the Offer, 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. Any information
about such purchases will be announced through Nasdaq Copenhagen
A/S and relevant electronic media if, and to the extent, such
announcement is required under applicable Danish law, rules or
regulations.
Attachments
Supplement to Offer Document
Tillæg til Tilbudsdokument
Nets - Supplement to Offer Document
dated 23 October 2017
Nets - Tillæg til Tilbudsdokument dateret 23. oktober
2017
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: Nets A/S via Globenewswire
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