GE Aviation announces results and extends the acceptance period of its recommended public cash offer to the Arcam shareholders
Stockholm, October 18, 2016. On September 6, 2016, GE Sweden Holdings AB (“GE”), a Swedish company within the GE Aviation operating unit and an indirectly wholly-owned subsidiary of General Electric Company[1], announced a recommended public cash offer to acquire all ordinary shares[2] in Arcam Aktiebolag (publ) (“Arcam”) at a price of SEK 285[3] per ordinary share in Arcam in cash (the “Offer”). The initial acceptance period of the Offer expired on October 14, 2016.
The ordinary shares in Arcam tendered during the initial acceptance period of the Offer, together with the ordinary shares in Arcam acquired by GE on the market, correspond to approximately 40.42 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis. GE extends the acceptance period up to and including November 1, 2016.
Tendered ordinary shares and GE’s ownership in Arcam
The ordinary shares in Arcam[4] tendered during the initial acceptance period of the Offer, together with the ordinary shares in Arcam acquired by GE on the market, correspond to approximately 40.42 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis.[5]
At the time of announcement of the Offer, GE did not own or control any shares in Arcam. The Offer has been accepted by shareholders holding an aggregate of 5,078,631 ordinary shares in Arcam[6] corresponding to approximately 24.48 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis. GE has, after announcement of the Offer, acquired 3,307,344 ordinary shares in Arcam on the market, corresponding to approximately 15.94 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis. No such acquisitions have been made at prices higher than SEK 285 per ordinary share in Arcam.
In accordance with, and subject to the restrictions under, applicable laws, rules and regulations, GE Group and any advisor, broker or other person acting as the agent for, or on behalf of, GE Group may make arrangements to purchase shares in Arcam, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase may be made through the expiry of the extended acceptance period and thereafter. Any such purchases will be made in compliance with applicable laws, rules and regulations.
Extended acceptance period
To provide the remaining shareholders of Arcam more time to accept the Offer, the acceptance period has been extended until 17.00 CET on November 1, 2016. Subject to the Offer being declared unconditional no later than on or around November 3, 2016, settlement is expected to begin on or around November 8, 2016. GE reserves the right to, at one or several occasions, further extend the acceptance period for the Offer, as well as the right to postpone the date for settlement.
Conditions to the Offer
Except for the extended acceptance period, the terms and conditions of the Offer, as set forth in the offer document relating to the Offer published on September 6, 2016 (the “Offer Document”), remain unchanged. Completion of the Offer is conditional upon, inter alia, the Offer being accepted by shareholders to an extent such that their shares in Arcam, together with any shares in Arcam owned by GE, represent more than 90 per cent of the outstanding shares in Arcam on a fully diluted basis. As announced by GE on October 10, 2016, antitrust clearance by the Austrian Competition Authority has been received and completion of the Offer is no longer conditional upon regulatory, governmental or similar clearances. GE reserves the right to withdraw the Offer as well as to waive, in whole or in part, one or more of the conditions to completion of the Offer which have not been satisfied (including the right to complete the Offer at a lower level of acceptance), as set forth in the Offer Document.
Additional information
The information was submitted for publication on October 18, 2016, at 8.00 am CET.
For additional information about the Offer, including the Offer Document, please visit www.geaviation.com/additive. All media inquiries should be directed to:
Rick Kennedy, Executive, GE Aviation Communication, +1 513 607 0609.
Important information
Important Information for U.S. persons
The Offer has not been, and will not be, submitted to the review or registration procedures of the U.S. Securities and Exchange Commission or any other regulator outside of Sweden. The Offer has not been approved or recommended by any governmental securities regulator.
The Offer is being made in the United States in compliance with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended, and in reliance on the Tier II exemption from certain requirements of the U.S. Securities Exchange Act of 1934. The Offer, including the extension of it as contemplated by this press release, is principally governed by the regulations and procedures of Sweden, which are different from those of the United States, including with regard to extension, withdrawal rights and timing of payments. To the extent that the Offer is subject to the U.S. securities laws, they apply only to holders of shares in Arcam in the United States and no other person has any claims under such laws.
This press release is not an offer to purchase or a solicitation of an offer to sell shares and ADSs of Arcam. The solicitation and the offer to purchase shares and ADSs of Arcam is made in the U.S. pursuant to the U.S. Offer to Purchase, dated September 6, 2016, as may be amended or supplemented from time to time (the “U.S. Offer Document”).
Shareholders of Arcam resident in the U.S. are advised to read the U.S. Offer Document, because such document contains important information about the Offer and the parties thereto.
Investors and shareholders may obtain free copies of the U.S. Offer Document and the Swedish Offer Document, as may be amended or supplemented from time to time, at the website of GE Aviation, www.geaviation.com/additive. Free copies of the Swedish Offer Document may also be obtained at the website of Handelsbanken Capital Markets, www.handelsbanken.se/investeringserbjudande.
Other important information
The Offer is not being made to, and acceptances are not approved from, persons (other than U.S. persons) whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law, except where there is an applicable exemption.
This press release and any related offer documentation will not be 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 GE. 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, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Accordingly, this press release and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
GE will not deliver any consideration from the Offer in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
This press release has been published in English and Swedish. In the event of any discrepancy in content between the two language versions, the English version shall prevail.
Forward-looking statements
This press release contains "forward-looking statements" – that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause GE Group’s actual future results to be materially different than those expressed in the forward-looking statements, see the Offer Document at www.geaviation.com/additive and GE Group’s website at http://www.ge.com/investor-relations/disclaimer-caution-concerning-forward-looking-statements as well as GE Group’s annual reports on Form 10-K and quarterly reports on Form 10-Q. GE Group do not undertake to update the forward-looking statements. This press release may also include certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.
[1] General Electric Company, together with its subsidiaries, are referred to as “GE Group”.
[2] The Offer also includes a public offer to tender to GE all American depositary shares (each an “ADS”), each ADS representing the right to receive one ordinary share in Arcam.
[3] Assuming no dividend or other value transfer by Arcam.
[4] Including ordinary shares in Arcam represented by ADSs.
[5] Based on 20,746,585 shares and votes in Arcam (including 152 ordinary shares and 200,000 preference shares of Class C held by Arcam).
[6] See footnote 4.