GE Aviation publishes supplement to the offer document for its recommended public cash offer to the shareholders of Arcam
Stockholm, October 31, 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 a supplement to the offer document for the recommended public cash offer (the “Offer”) to acquire all ordinary shares in Arcam Aktiebolag (publ) ("Arcam"), which was announced on September 6, 2016.
On October 27, 2016, GE announced that GE increases the consideration in the Offer to SEK 300 in cash per ordinary share and ADS in Arcam, that GE declares that the consideration in the Offer of SEK 300 per ordinary share in Arcam is final, that GE lowers the minimum acceptance condition to at least 75 per cent of the outstanding shares in Arcam on a fully diluted basis, that GE has entered into irrevocable undertakings with certain Arcam shareholders and that GE further extends the acceptance period up to and including 17.00 CET on November 10, 2016.
By reason of the amendments of certain of the terms and conditions of the Offer, GE has prepared a supplement (the “Supplement”) to the offer document relating to the Offer published on September 6, 2016 (the “Offer Document”). The Supplement has today been approved by the Swedish Financial Supervisory Authority. The Supplement forms part of, and must be read in conjunction with, the Offer Document.
The Supplement (together with the Offer Document and acceptance form) is available on GE’s website (www. geaviation.com/additive) and on the website of Handelsbanken Capital Markets (www.handelsbanken.se/investeringserbjudande). The Supplement will also be mailed to all shareholders of Arcam whose ordinary shares were directly registered with Euroclear Sweden AB as of October 31, 2016 (shareholders who have not tendered their shares in the Offer) or November 1, 2016 (shareholders who have tendered their shares in the Offer). An amended offer document for U.S. holders of ordinary shares or ADSs in Arcam (together with the U.S. offer document and ADS letter of transmittal) is available on GE’s website (www.geaviation.com/additive).
Timetable for the Offer
The last day of the extended acceptance period for the Offer is November 10, 2016 (17.00 CET).
Subject to the Offer being declared unconditional no later than on or around November 14, 2016, settlement is expected to begin on or around November 17, 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.
GE’s ownership in Arcam and tendered ordinary shares
After announcement of the amended terms and conditions of the Offer on October 27, 2016, GE has acquired an additional 2,854,576 ordinary shares in Arcam, corresponding to approximately 13.76 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis, outside of the Offer for a consideration not exceeding the increased consideration in the Offer of SEK 300. Consequently, GE has after announcement of the Offer acquired ordinary shares in Arcam, outside of the Offer, corresponding to approximately 29.70 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis.
The ordinary shares in Arcam tendered during the initial acceptance period of the Offer, as announced on October 18, 2016, together with the ordinary shares in Arcam acquired by GE outside of the Offer and ordinary shares in Arcam subject to irrevocable undertakings to accept the Offer, correspond to approximately 59.88 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis.
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 following completion of the Offer. Any such purchases will be made in compliance with applicable laws, rules and regulations.
Recommendation by the Board of Directors of Arcam
As announced by the Board of Directors of Arcam on September 6, 2016, the Board of Directors of Arcam has unanimously resolved to recommend to Arcam’s shareholders to accept the Offer. On October 31, 2016, the Board of Directors of Arcam announced that it reiterates its unanimous recommendation to the shareholders to accept the Offer.
The information was submitted for publication on October 31, 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.
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”).
GE has prepared and made public an amended U.S. Offer Document. Shareholders of Arcam resident in the U.S. are advised to read the amended 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 amended 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.
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 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.
 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 “ADS”), each ADS representing the right to receive one ordinary share in Arcam.
 This apply also to ADSs.
 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).