Kurs & Likviditet
Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Handel & varor |
Industri | Detaljhandel |
2024-02-09 18:56:25
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL
9 February 2024
Reference is made to the offer document dated 22 December 2023 (the "Offer
Document") for the voluntary offer for all issued and outstanding ordinary class
A shares (the "Shares") in Adevinta ASA ("Adevinta" or the "Company") (such
offer, the "Offer") by Aurelia Bidco Norway AS (the "Offeror"). Reference is
further made to the stock exchange announcements dated 24 January 2024 and 7
February 2024 regarding the extensions of the offer period under the Offer (the
"Offer Period"), and the announcement dated 8 February 2024 regarding the update
on acceptances.
The Offer Period expired today at 16:30 (CET) on 9 February 2024.
At the time of expiry, and subject to customary verification, the Offeror had
received acceptances under the Offer for a total of 278,114,701 Adevinta shares
(including pre-acceptance for 36,748,289 Shares held in relation to a total
return swap arrangement involving a shareholder), which, taken together with the
885,909,719 Adevinta shares (incl. the class B shares) to which the Offeror is
conditionally entitled, equals approximately 95.0% of the total issued and
outstanding share capital and voting rights in the Company on a fully diluted
basis. Fully diluted basis shall in this regard mean all issued, outstanding and
to be issued Adevinta Shares and Class B Shares as further defined in section
3.3 (Closing Conditions) in the Offer Document).
Please note that the calculation of the number of Shares tendered in the Offer
is preliminary and is subject to change until the Adevinta shareholders having
accepted the Offer, are debited and such Shares having been transferred to the
escrow account of DNB Bank ASA (the "Receiving Agent"). Furthermore, the final
result of the Offer is subject to customary verification by the Receiving Agent.
The final result of the Offer will be announced once confirmed by the Receiving
Agent.
Settlement of the Offer shall take place no later than twenty-five (25) business
days after the date on which the Offeror has announced that the closing
condition for the Offer relating to "Regulatory approvals", as set out in the
Offer Document, has been fulfilled or waived by the Offeror, as applicable.
It is expected that the Offer will be completed in the second quarter of 2024,
following receipt of the necessary regulatory approvals and clearances.
The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, available at the following webpage: www.abgsc.com.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
may also be obtained free of charge during ordinary business hours at the
offices of the financial adviser ABG Sundal Collier ASA, Ruseløkkveien 26, 0251
Oslo, Norway.
Advisers
ABG Sundal Collier ASA and Goldman Sachs Bank Europe SE, Amsterdam Branch are
acting as financial advisers to the Offeror in the process. Freshfields
Bruckhaus Deringer LLP, Latham & Watkins LLP and Wikborg Rein Advokatfirma AS
are acting as legal advisers to the Offeror in the process.
Contacts
International media relations
Carl Leijonhufvud, Permira
Carl.Leijonhufvud@Permira.com
+44 (0) 7586 695 549
James Williams, Permira
james.williams@Permira.com
+44 (0) 7747 006 407
Rebecca Flower, Blackstone
Rebecca.Flower@Blackstone.com
+44 (0)7918 360372
Stephen Lewis, Blackstone
Stephen.M.Lewis@Blackstone.com
+44 (0)7780 057345
Norwegian media
Marte Ramuz Eriksen, Zynk
mre@zynk.no
+47 952 21 425
Swedish media
Birgitta Henriksson, Fogel & Partners
birgitta.henriksson@fogelpartners.se
+46 (0)708 128 639
For administrative questions regarding the Offer, please contact your bank or
the nominee registered as holder of your shares.
Important notice
This announcement and any related Offer documentation are not being distributed
and must not be mailed or otherwise distributed or sent in or into any country
in which the distribution or offering would require any such additional measures
to be taken or would be in conflict with any law or regulation in such country -
any such action will not be permitted or sanctioned by the Investors. Any
purported acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions may be disregarded.
This announcement is for informational purposes only and is not a tender offer
document and, as such, is not intended to constitute or form any part of an
offer or the solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities or the solicitation of any vote
or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer
is only made on the basis of the Offer Document approved by the Oslo Stock
Exchange, and can only be accepted pursuant to the terms of such 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 Norway.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance form will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia, New Zealand,
South Africa, Hong Kong and Japan. The Offeror does not assume any
responsibility in the event there is a violation by any person of such
restrictions. Persons in the United States should review "Notice to U.S.
Holders" below. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
Goldman Sachs Bank Europe SE, Amsterdam Branch is acting exclusively for Aurelia
Netherlands Midco 2 B.V. (as an indirect parent of the Offeror) and no one else
in connection with the Offer and will not be responsible to anyone other than
Aurelia Netherlands Midco 2 B.V. for providing the protections afforded to
clients of Goldman Sachs Bank Europe SE, Amsterdam Branch, nor for providing
advice in connection with the Offer or any other matters referred to in this
document.
Forward-looking statements
This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about the
Company and the Offeror that are or may be forward-looking statements. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements sometimes use
words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe" or other words of
similar meaning. Examples of forward-looking statements include, among others,
statements regarding the Company's or the Offeror's future financial position,
income growth, assets, impairment charges, business strategy, leverage, payment
of dividends, projected levels of growth, projected costs, estimates of capital
expenditures, and plans and objectives for future operations and other
statements that are not historical fact. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and
circumstances, including, but not limited to, Norwegian domestic and global
economic and business conditions, the effects of volatility in credit markets,
market-related risks such as changes in interest rates and exchange rates,
effects of changes in valuation of credit market exposures, changes in valuation
of issued notes, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigations, the success of future acquisitions and other
strategic transactions and the impact of competition - a number of such factors
being beyond the Company's and the Offeror's control. As a result, actual future
results may differ materially from the plans, goals, and expectations set forth
in these forward-looking statements.
Any forward-looking statements made herein speak only as of the date they are
made. Except as required by law, the Offeror disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained in this announcement to reflect any change in the Offeror's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
Notice to U.S. shareholders
The Offer and the distribution of this announcement and other information in
connection with the Offer are made available to shareholders in the United
States of America (the "U.S." or "United States"), and to U.S. persons, in
compliance with applicable U.S. securities laws and regulations, including
section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934,
as amended (the "U.S. Exchange Act"). The Depository Receipts have not been, and
will not be, registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or the securities laws of any state or jurisdiction in
the United States and may not be offered or sold in the United States except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act or in compliance with
any applicable securities laws of any state or other jurisdiction of the United
States. Consequently, Depository Receipts are not being offered, sold or
delivered, directly or indirectly, in or into the United States or to U.S.
persons, unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available. Depository
Receipts will only be made available in the United States to QIBs (as defined in
Rule 144A under the U.S Securities Act ("Rule 144A") or Accredited Investors (as
defined in Rule 501(a) under the U.S. Securities Act) in transactions that are
exempt from the registration requirements of the U.S. Securities Act and in
compliance with any applicable U.S. state "blue sky" securities laws. Such
shareholders will be required to make such acknowledgements and representations
to, and agreements with, the Issuer as the Issuer may require to establish that
they are entitled to receive Depository Receipts. The Depository Receipts will
only be sold to persons outside the United States in accordance with Regulation
S of the U.S. Securities Act. U.S. investors who are unable to receive
Depository Receipts may only elect to receive cash consideration.
None of the Depository Receipts, the Offer Document, the acceptance form or any
other document relating to the offering of Depository Receipts, has been
approved or disapproved by the U.S. Securities and Exchange Commission (the
"SEC"), any state securities commission in the United States or any other U.S.
regulatory authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in the Offer Document and the
merits of the Offer. Any representation to the contrary is a criminal offence in
the United States.
In addition, until 40 days after the commencement of the Offer, an offer, sale
or transfer of the Depository Receipts within the United States by a dealer
(whether or not participating in the Offer) may violate the registration
requirements of the U.S. Securities Act if such offer, sale or transfer is made
otherwise than in accordance with Rule 144A or another exemption from
registration under the U.S. Securities Act.
In accordance with normal Norwegian practice and pursuant to Rule 14e-5(b) of
the U.S. Exchange Act, the Offeror or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Adevinta shares outside of 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 disclosed as required in Norway and will be reported to
an officially appointed mechanism of Oslo Stock Exchange and will be available
on the Oslo Stock Exchange' website: https://www.euronext.com/en/markets/oslo.
The United Kingdom
In the United Kingdom (the "UK"), this announcement is only being distributed to
and is only directed at persons who are also (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order")