1A SMART START, LLC DECLARES THE OFFER TO THE SHAREHOLDERS OF DIGNITA SYSTEMS AB UNCONDITIONAL AND WILL ACQUIRE ALL TENDERED SHARES
– THE ACCEPTANCE PERIOD IS EXTENDED
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important notice” at the end of this announcement and in the tender offer document which has been published on Danske Bank’s website for the Offer (www.danskebank.se/prospekt).
The offer has been accepted to such extent that 1A Smart Start, LLC (“Smart Start”) after completion of the offer will become the owner of 94.04 per cent of all shares in Dignita Systems AB (“Dignita”). The acceptance period in the Offer is extended until 21 June 2017.
On 10 May 2017, Smart Start announced a public recommended offer to the shareholders of Dignita to tender all shares in Dignita to Smart Start for a consideration of SEK 11.30 in cash per share (the “ Offer ”). As of the time of this announcement on 12 June 2017, the shares tendered in the Offer amount to in aggregate 3,432,548 shares in Dignita, corresponding to 94.04 per cent of the shares and votes in Dignita.
Smart Start hereby announces that all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional in all respects, including the condition with respect to the 90 per cent acceptance level, and Smart Start will complete the acquisition of the shares tendered in the Offer. Settlement for shares tendered up until 7 June 2017 is expected to take place on or around 16 June 2017.
In order to give the remaining shareholders of Dignita more time to evaluate and accept the Offer, the acceptance period has been extended until 21 June 2017 at 15.00 pm (CET). Settlement for shares tendered after 7 June 2017 is expected to take place on or around 3 July 2017.
Prior to announcement of the Offer, Smart Start did not own or control any shares in Dignita. Smart Start has, prior to and outside the Offer, entered into an agreement with Stiftelsen Norrlandsfonden regarding the acquisition of all convertibles held by Stiftelsen Norrlandsfonden, conditional upon that Smart Start completes the Offer. Accordingly, the acquisition is to be closed. The convertible may be converted into a maximum of 200,000 shares in Dignita. Other than the shares to be acquired through the Offer and the convertible as set out above, Smart Start does not currently own or control any shares or other financial instruments that provide a financial exposure equivalent to a holding of shares in Dignita.
Smart Start will initiate compulsory redemption of the remaining shares in Dignita as well as promote a delisting of Dignita’s shares from AktieTorget.
Kirkland & Ellis (as to U.S. law) and Hamilton Advokatbyrå (as to Swedish law) are legal advisors and Danske Bank is transaction advisor to Smart Start in connection with the Offer.
1A Smart Start, LLC
For additional information, please contact:
Ian R Marples, Vice President, International Operations, 1A Smart Start, LLC, tel. +1 972 621 0252 / +1 780 291 0359
For information and documentation regarding the Offer, please visit: www.danskebank.se/prospekt.
This press release was submitted for publication on 12 June 2017 at 08.45 CET.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or the United States must not forward this press release or any other document received in connection with the Offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of 1A Smart Start, LLC. Any such forward-looking statements speak only as of the date on which they are made and 1A Smart Start, LLC has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accor dance with applicable laws and regulations.