ICA Gruppen AB completes the offer to acquire the shares in Hemtex AB (publ)
THIS PRESS RELEASE MAY NOT BE, DIRECTLY OR INDIRECTLY, DISTRIBUTED OR PUBLISHED TO OR WITHIN THE USA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEELAND OR SOUTH AFRICA. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR PERSONS IN ANY OTHER COUNTRIES WHERE TENDER OF SHARES WOULD DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO SWEDISH LAW.
On 25 August 2015, ICA Gruppen AB (”ICA Gruppen”) announced a cash offer to the shareholders of Hemtex AB (publ) (”Hemtex”). At the end of the acceptance period on 1 October 2015, the offer had been accepted by shareholders representing a total of 28,519,030 shares in Hemtex, corresponding to 29.8 per cent of capital and votes, resulting in an ownership of 98.3 per cent of capital and votes. ICA Gruppen will therefore complete the offer and, at the same time, extend the acceptance period to 15 October 2015, in order to give remaining shareholders an additional possibility to accept.
The Offer
On 25 August 2015, ICA Gruppen announced a cash offer to the shareholders of Hemtex to transfer all of the outstanding shares in Hemtex for 7.50 Swedish krona in cash for each share (the “Offer”). The Hemtex shares are listed on Nasdaq Stockholm, Small Cap.
Outcome of the Offer
At the end of the acceptance period on 1 October 2015, the Offer had been accepted by shareholders representing a total of 28,519,030 shares in Hemtex, corresponding to 29.8 per cent of capital and votes. ICA Gruppen has not acquired any shares in Hemtex outside of the Offer. At the time of the announcement of the Offer, ICA Gruppen owned 65,655,195 shares in Hemtex, corresponding to 68.5 per cent of capital and votes. ICA Gruppen does not hold any other financial instruments that provide a financial exposure to Hemtex’ shares. Together with acceptances received in the Offer, ICA Gruppen controls 94,174,225 shares, corresponding to 98.3 per cent of capital and votes. All conditions of the Offer have thus been fulfilled and ICA Gruppen declares the Offer unconditional. Consequently, ICA Gruppen will complete the Offer.
Settlement of the shares for which acceptances have been received by 1 October 2015 is expected to start on 6 October 2015.
In order to give the shareholders who have not accepted the Offer an additional possibility to accept the Offer, ICA Gruppen has decided to extend the acceptance period until 5:00 p.m. (CET) on 15 October 2015. ICA Gruppen intends to initiate a compulsory redemption of the remaining shares in Hemtex and promote a delisting of Hemtex’ shares from Nasdaq Stockholm. ICA Gruppen does not intend to acquire any shares in Hemtex outside the Offer.
For more information
ICA Gruppen press service, Telephone number: +46 10 422 52 52
Frans Benson, Investor Relations ICA Gruppen: +46 8 561 500 20
ICA Gruppen
Svetsarvägen 16
171 93 Solna
Sweden
Telephone number: +46 10 422 52 52
www.icagruppen.se
ICA Gruppen discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 08:00 a.m. (CET) on 5 October 2015.
IMPORTANT INFORMATION
This press release has been published in Swedish and English. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.
The Offer is not being made to 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 laws and regulations.
This press release and any related Offer documentation 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 ICA Gruppen. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. ICA Gruppen will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
For purposes of this section “United States” and “U.S.” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as 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”, “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 ICA Gruppen. Any such forward-looking statements speak only as of the date on which they were made and ICA Gruppen 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 accordance with applicable laws and regulations.
ICA Gruppen AB (publ) is a leading retail company with a focus on food and health. The Group includes ICA Sweden and Rimi Baltic which mainly conduct grocery retail, ICA Real Estate which owns and manages properties, ICA Bank which offers financial services and Apotek Hjärtat which conducts pharmacy operations. The Group also includes the wholly owned portfolio company inkClub and the partly owned portfolio company Hemtex. For more information see icagruppen.se
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