OFFER DOCUMENT REGARDING BLACKSTONE'S MANDATORY CASH OFFER TO THE SHAREHOLDERS AND WARRANT HOLDERS IN D. CARNEGIE & CO MADE PUBLIC
On 17 October 2016, Vega Holdco S.à r.l. ("Vega Holdco"), an entity wholly owned by real estate funds advised by affiliates of the Blackstone Group L.P. (together with its affiliates, "Blackstone") announced a mandatory cash offer (the "Offer") to the shareholders and warrant holders in D. Carnegie & Co AB (publ) ("D. Carnegie & Co" or the "Company") to acquire all outstanding A- and B-shares and warrants in D. Carnegie & Co at a price of SEK 100.00 per share, regardless of share class, SEK 51.10 per warrant of series 2014/2017, SEK 30.30 per warrant of series 2015/2018, and SEK 13.70 per warrant of series 2016/2019.
The Swedish language offer document relating to the Offer has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
The offer document is available on Vega Holdco's website (www.vegaholdco.com) and on Carnegie Investment Bank's website (www.carnegie.se), and will be available on the Swedish Financial Supervisory Authority's website (www.fi.se) in Swedish. The acceptance form related to the Offer can be found on the first two of these websites. A copy of the offer document and a pre-printed acceptance form will be made mailed to all direct-registered shareholders and warrant holders of D. Carnegie & Co as of 19 October 2016, except for those domiciled in the excluded countries (see above).
The acceptance period of the Offer starts on 20 October 2016 and ends on 18 November 2016. Settlement is expected to commence around 2 December 2016.
For more information about the Offer, please see: www.vegaholdco.com
For additional queries, please contact:
+44 (0)20 7451 4275
For Nordic media: JKL +46-73 503 12 86, firstname.lastname@example.org
About Blackstone Real Estate
Blackstone is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and has over $100 billion in investor capital under management. Blackstone's real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major holdings include Hilton Worldwide, Logicor (pan-European logistics), and prime office buildings in the world's major cities.
This press release was submitted for publication on 19 October 2016 at 14:30 (CET).
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer 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 Vega Holdco. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa 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 or South Africa, 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 or South Africa. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Vega Holdco will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
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 Vega Holdco and D. Carnegie & Co.
Special notice to shareholders in the United States
The Offer is being made for a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The Company’s financial statements, and all financial information that is included in any offer document, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS 1 and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
The Offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934 as a “Tier II” tender offer, 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, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
It may be difficult for U.S. shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Company and Vega Holdco are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. shareholders may not be able to sue the Company or Vega Holdco or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel the Company or Vega Holdco and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, Vega Holdco and its affiliates or brokers (acting as agents for Vega Holdco or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase, shares of the Company, that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed by means of a press release o other means reasonably calculated to inform U.S. shareholders of the Company of such information. In addition, the financial advisors to Vega Holdco may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, or passed any comment upon the adequacy or completeness of this press release. Any representation to the contrary is a criminal offence in the United States.