GE Aviation publishes offer document for its recommended public cash offer to the shareholders of Arcam
Stockholm, September 6, 2016. GE Sweden Holdings AB (“GE”), a Swedish company within the GE Aviation operating unit and an indirect wholly-owned subsidiary of General Electric Company, has today published the offer document for the recommended public cash offer (the “Offer”) to acquire all ordinary shares in Arcam Aktiebolag (publ) ("Arcam"), which was announced today.
The offer document regarding the Offer (the “ Offer Document ”) has today been approved by the Swedish Financial Supervisory Authority.
The Offer Document and the acceptance form are available on GE’s website (www. geaviation.com/additive) and on the website of Handelsbanken Capital Markets (www.handelsbanken.se/investeringserbjudande). The Offer Document, a pre-printed acceptance form and a self-addressed envelope will be mailed to all shareholders of Arcam whose ordinary shares were directly registered with Euroclear Sweden AB as of September 6, 2016. An offer document for U.S. holders of ordinary shares or ADS in Arcam is available on GE’s website (www.geaviation.com/additive).
The Offer represents a premium of approximately 53.23 per cent to the closing price of SEK 186.0 per Arcam ordinary share on Nasdaq Stockholm on September 5, 2016, the last trading day prior to the announcement of the Offer, and a premium of approximately 67.35 per cent to the volume weighted average price of approximately SEK 170.3 per Arcam ordinary share on Nasdaq Stockholm over the 30 trading days up to and including September 5, 2016.
Timetable for the Offer
The acceptance period of the Offer is scheduled to run from and including September 7, 2016, up to and including 17.00 CET on September 14, 2016.
Subject to the Offer being declared unconditional no later than on or around October 19, 2016, the preliminary date for settlement is expected to be October 24, 2016.
GE reserves the right to, at one or several occasions, extend the acceptance period for the Offer, as well as to postpone the date of settlement. A notice regarding such extension(s) or postponement(s) will be announced by GE through a press release in accordance with applicable laws and regulations.
The acquisition of Arcam requires clearance from the relevant competition authorities. GE will seek to obtain the necessary clearances prior to the end of the acceptance period.
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 acceptance period and following completion of the Offer. Any such purchases will be made in compliance with applicable laws, rules and regulations.
The information was submitted for publication on September 6, 2016, at 6.30 pm CET.
For additional information about the Offer, please visit www.geaviation.com/additive. All media inquiries should be directed to:
Rick Kennedy, Executive, GE Aviation Communication, +1 513 607 0609.
GE Group in Brief
General Electric Company (“ Parent ”) is a public company incorporated in New York, with its registered office at 41 Farnsworth Street, Boston, Massachusetts 02210, U.S.
In the U.S., Parent’s common stock is listed on the New York Stock Exchange (NYSE), its principal market. It also is listed on certain non-U.S. exchanges, including the London Stock Exchange, Euronext Paris and the Frankfurt Stock Exchange.
Parent was founded in 1879 and operates today in the following business segments: Aviation, Renewable Energy, Lighting, Energy Connections, Healthcare, Oil & Gas, Power, Digital, Capital as well as Transportation. Parent has locations in more than 180 countries with approximately 333,000 employees worldwide as of year-end 2015. Parent’s total revenues in 2015 amounted to USD 117.4 billion with continuing operation earnings of USD 13.1 billion. Parent’s industrial margin in 2015 was 15.3 per cent. During the second quarter of 2016, Parent’s total revenues amounted to USD 33.5 billion, Parent’s continuing operation earnings amounted to USD 3.3 billion and Parent’s industrial margin was 16.1 per cent.
GE Aviation, an operating unit of GE Group, is a leading provider of jet and turboprop engines and components, integrated digital, avionics, electrical power and mechanical systems for commercial, military, business and general aviation aircraft. GE Aviation has a global service network to support these offerings.
GE Sweden Holdings AB, registration number 559072-8431, is indirectly wholly owned by General Electric Company. The company is domiciled in Stockholm, Sweden, and its registered address is Vendevägen 89, SE-182 32 Danderyd, Sweden. GE was registered with the Swedish Companies Registration Office (Sw. Bolagsverket ) on August 16, 2016. GE has never conducted, and at present does not conduct, any business and its principal business purpose is to make the Offer and take all actions to complete the Offer and operate as parent of Arcam.
For more information, see www.ge.com and www.geaviation.com.
Important Information for U.S. persons
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 will be made pursuant to a U.S. offer document.
Shareholders and holders of ADSs of Arcam are advised to read the Offer Document (or, with respect to residents in the U.S., the U.S. offer document), as may be amended or supplemented from time to time, when it becomes available, before making any decision with respect to the Offer, because such document will contain important information about the Offer and the parties thereto.
Investors and shareholders may obtain, when available, free copies of the Offer Document, as may be amended or supplemented from time to time, at the website of GE Aviation at www.geaviation.com/additive and at the website of Handelsbanken Capital Markets at ww.handelsbanken.se/investeringserbjudande.
Other Important Information
The Offer, pursuant to the terms and conditions presented in this press release, 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 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.
 General Electric Company, together with its subsidiaries, are referred to as “ GE Group ”.
 The Offer also includes a public offer to tender to GE all American depositary shares (each an “
”), each ADS representing the right to receive one ordinary share in Arcam; it being understood that such underlying share cannot be tendered separately in the Offer.