1A SMART START, LLC PUBLISHES OFFER DOCUMENT REGARDING ITS RECOMMENDED OFFER TO THE SHAREHOLDERS OF DIGNITA SYSTEMS AB
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important notice” at the end of this announcement and in the tender offer document which will be published shortly before the beginning of the acceptance period for the Offer.
The Offer
On 10 May 2017, 1A Smart Start, LLC (“Smart Start”) announced a recommended public offer to the shareholders of Dignita Systems AB (“Dignita”) to tender all shares in Dignita to Smart Start for a consideration of SEK 11.30 in cash per share (the "Offer").
Offer document
The offer document has been made public today and is, together with the acceptance form related to the Offer, available on Danske Bank’s website for prospectuses (www.danskebank.se/prospekt). A copy of the offer document and a pre-printed acceptance form will be mailed to all direct-registered shareholders of Dignita as of 15 May 2017, except for those domiciled in the excluded countries (see above).
Acceptance period and settlement
The acceptance period for the Offer starts on 16 May 2017 and ends on 7 June 2017. Assuming that the Offer is declared unconditional no later than on or about 12 June 2017, settlement is expected to begin on or about 16 June 2017.
Advisors
Kirkland & Ellis (as to U.S. law) and Hamilton Advokatbyrå (as to Swedish law) are legal advisors and Danske Bank is transaction advisor to Smart Start in connection with the Offer.
1A Smart Start, LLC
For additional information, please contact:
Ian R Marples, Vice President, International Operations, 1A Smart Start, LLC, tel. +1 972 621 0252 / +1 780 291 0359
For information and documentation regarding the Offer, please visit: www.danskebank.se/prospekt.
This press release was submitted for publication on 15 May 2017 at 08.45 CET.
Important notice
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States 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, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. 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 Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or the United States must not forward this press release or any other document received in connection with the Offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections 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 1A Smart Start, LLC. Any such forward-looking statements speak only as of the date on which they are made and 1A Smart Start, LLC 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.