Nets gives the remaining shareholders in DIBS the opportunity to sell their shares in DIBS
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer is not being made to, nor will any tender of shares be accepted from or on behalf of, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Shareholders in the United States should refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.
This is a translation of the original Swedish language press release. In the event of any discrepancies, the original Swedish wording shall prevail.
13 January 2015
Nets Holding A/S ("Nets") has decided (as a service) to provide the remaining shareholders in DIBS with the opportunity to sell their shares in DIBS, on the same terms as for the Offer (as defined below). A notification to sell shares can be made until and including 20 February 2015 at 15.00 (CET).
On 29 October 2014, Nets announced a cash offer of SEK 82.50 per share to the shareholders of DIBS Payment Services AB (publ) ("DIBS" or the "Company"), to sell their shares in DIBS to Nets (the "Offer"). On 4 November 2014, Deloitte AB issued a fairness opinion regarding the Offer pursuant to Sections II.19 and IV.3 of the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning) (the "Takeover Rules"). In the opinion, Deloitte AB declared that the Offer is fair to the shareholders of DIBS from a financial perspective.
The offer document in respect of the Offer was published on Nets' website, www.netsinfo.se, and on Carnegie's website, www.carnegie.se on 7 November 2014. Following Nets' acquisition of approximately 9.99 percent of the shares in DIBS, a supplement to the offer document was published on 25 November 2014.
On 17 December 2014, Nets announced an extension of the acceptance period until and including 23 December 2014 at 15.00 (CET). On 18 December 2014, Nets announced that it had obtained approval from the Swedish Financial Supervisory Authority to acquire the shares in DIBS, and that it completes the Offer. On 23 December 2014, Nets announced that it had acquired in total 8,352,992 shares in DIBS, corresponding to 87.2 per cent of the shares and votes in DIBS, under and outside the Offer. Since 23 December 2014, Nets has acquired an additional 1,200 shares in DIBS outside the Offer. Nets shareholding in DIBS accordingly amounts to 8,354,192 shares as per the date hereof.
As evident from the above, there are certain shareholders in DIBS that have not accepted the Offer or otherwise sold their shares in the Company to Nets. Accordingly, Nets has decided to, as a service to the remaining shareholders, provide them with the opportunity to sell their shares on the same terms as under the Offer. A notification to sell shares can be made during the period until and including 20 February 2015 at 15.00 (CET). Settlement to the shareholders in DIBS that notifies their acceptance to sell their shares during the aforesaid period will take place on a current basis in connection with incoming acceptance forms.
Shareholders that have not accepted the Offer, but nevertheless wish to sell their shares may do so by way of submitting a signed and correctly completed acceptance form in accordance with the instructions contained in the offer document. The acceptance form must be mailed, in sufficient time so as to be received by Carnegie no later than 15.00 (CET) on 20 February 2015.
Shareholders that submit the acceptance form during the period until and including 20 February 2015 at 15.00 (CET), will be bound by, and will not be entitled to withdraw, their acceptances.
The offer document, together with the (25 November 2014) supplement, and the acceptance form, are available for downloading at www.netsinfo.se and www.carnegie.se.
For further information about Nets and the Offer, please see www.netsinfo.se.
Any questions from shareholders related to the Offer can be directed to:
Tel: +46 (8) 588 694 82
Any media quires can be directed to:
Press manager at Nets
Tel: +45 294 82646
This press release was submitted for publication on 13 January 2015 at 8.00 (CET).
This press release has been announced in Swedish and in English. In the event of any discrepancies, the original Swedish wording shall prevail.
This offer is not being made to persons whose acceptance requires that any additional offer document, other than the Offer Document under the Offer, 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 published in or distributed in or to and must not be mailed or otherwise distributed or sent in or to Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other country in which doing so would require any such additional measures to be taken or would be in conflict with any applicable law or regulation (the "Restricted Jurisdiction"). Any such action will not be permitted or sanctioned by Nets. Any purported acceptance of this offer resulting from a direct or indirect violation of these restrictions may be disregarded.
This offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction 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, and this offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, any Restricted Jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into any Restricted Jurisdiction. Nets will not deliver any consideration under the Offer in or into any Restricted Jurisdiction.
Nets will not make any settlements under this offer in or to any Restricted Jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction. Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press release or any documentation relating to the Offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future results, growth and other projections regarding development 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 Nets. Any such forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, Nets expressly disclaims any obligations or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this press release to reflect any change in expectations with regards thereto or any change in events, conditions or circumstances on which such statement is based, The reader should, however, consult any additional disclosures that Nets or the Company has made or may make.
Special notice to shareholders in the United States
The offer described in this announcement is subject to the laws of Sweden. It is important for US securities holders to be aware that this document is subject to disclosure rules and regulations in Sweden that are different from those in the United States. The Offer has been made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended ("Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
 Based on 9,580,000 shares, being the number of shares currently outstanding.
 Based on 9,580,000 shares, being the number of shares currently outstanding.