Advent and GIC, through Agnafit Bidco AB, announce a recommended cash offer of SEK 235 per share to the shareholders of Sobi

This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction 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 information" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

Advent and GIC, through Agnafit Bidco AB, announce a recommended cash offer of SEK 235 per share to the shareholders of Sobi

Advent International Corporation[1] ("Advent") and Aurora Investment Pte Ltd ("Aurora")[2], an affiliate of GIC Pte Ltd ("GIC"), through Agnafit Bidco AB[3] ("Agnafit Bidco"), hereby announce a recommended public offer to the shareholders of Swedish Orphan Biovitrum AB (publ) ("Sobi" or the "Company") to tender all shares in Sobi to Agnafit Bidco[4] at a price of SEK 235 in cash per share (the "Offer"). The shares in Sobi are listed on Nasdaq Stockholm, Large Cap.

Summary

• The shareholders of Sobi are offered SEK 235 in cash per share in Sobi.
• The total value of the Offer amounts to approximately SEK 69.4 billion.
• The price offered for the shares represents a premium of 34.5 percent compared to the closing share price of SEK 174.70 on 25 August 2021; 37.7 percent compared to the volume-weighted average trading price of SEK 170.62 during the last 30 trading days ended on 25 August 2021; and 54.7 percent compared to the volume-weighted average trading price of SEK 151.95 during the last 90 trading days ended on 25 August 2021.
• The board of directors of Sobi unanimously[5] recommends that Sobi's shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Danske Bank A/S, Danmark, Sverige Filial ("Danske Bank").
• Investor Aktiebolag ("Investor") and Fjärde AP-Fonden with approximately 36.45 and 6.96 percent[6], respectively, i.e. in total approximately 43.41 percent[7], of the shares and votes in Sobi, have irrevocably undertaken to accept the Offer in respect of all of the shares held by them.
• An offer document regarding the Offer is expected to be made public on or around 21 September 2021. The acceptance period in the Offer is expected to commence on or around 22 September 2021 and expire on or around 21 October 2021.
• The Offer is conditional upon the Offer being accepted to such extent that Agnafit Bidco becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Sobi (on a fully diluted basis). Further, the Offer will be made on the terms and subject to the conditions 2 – 7 set out below in this announcement.

Tom Allen, Managing Director of Advent, comments:

"Sobi has a strong track record of developing products that can transform patients' lives in areas of high unmet medical need. We are attracted by Sobi's product portfolio, R&D expertise, product launch capabilities and its highly skilled team of employees. Over the coming years, Sobi will continue its ongoing transformation towards becoming a global leader in rare diseases. Advent has significant experience of supporting the growth of international healthcare innovators and is committed to help Sobi achieve its long-term goals and improve life for a number of small and often overlooked patient populations."

Choo Yong Cheen, Chief Investment Officer for Private Equity, GIC, comments:

“As a long-term investor, GIC is pleased to invest in Sobi, a global leader in providing innovative treatments for rare diseases. We believe this investment by GIC, together with our longstanding partner Advent, will provide Sobi with the required level of support to succeed in the next stage of its growth as a diversified, rare disease platform.”

Background and reasons for the Offer

Agnafit Bidco has great respect and admiration for Sobi's track record in rare diseases through the strength of its organisation, its skilled and dedicated employees, and the Company's world-class R&D capabilities.

Agnafit Bidco's assessment is that Sobi will require substantial investments going forward due to the ongoing internationalisation in the rare disease area, product launches and label expansion, coupled with significant commercial and development risks. Agnafit Bidco believes that the Company would be able to better develop these investments in a private environment as the resources to implement them are limited at this point due to Sobi’s large share of revenues deriving from price-pressured legacy haemophilia products, combined with significant recent investments in acquisitions.

Agnafit Bidco is fully aligned with Sobi’s commitment to patients, to improve health on a global scale for a number of small and often overlooked patient populations and will fully support the Company in its mission to develop and deliver innovative therapies and services to improve life for people living with rare diseases.

Agnafit Bidco's plans for the future business and general strategy do not currently include any material changes with regard to its management and employees, including their terms of employment. The intention of Agnafit Bidco is that Sobi’s existing CEO, Guido Oelkers, will remain CEO of Sobi following completion of the Offer. Agnafit Bidco is supportive of Sobi's management's plans for its operational sites.

The Offer

Consideration

The shareholders of Sobi are offered SEK 235 in cash per share in Sobi.

Should Sobi prior to the settlement of the Offer distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be reduced accordingly. In the event of either of the foregoing, Agnafit Bidco reserves the right to determine whether this price adjustment mechanism or condition 7 to completion of the Offer (see below) shall be invoked.

No commission will be charged in respect of the settlement of the Sobi shares tendered to Agnafit Bidco under the Offer.

Premiums

The price per share in the Offer represents a premium of[8]:

• 34.5 percent compared to the closing share price of SEK 174.70 on 25 August 2021 (the last day of trading prior to market speculation regarding a potential public offer for the Company)[9];
• 37.7 percent compared to the volume-weighted average trading price of SEK 170.62 for the shares during the last 30 trading days ended on 25 August 2021 (the last day of trading prior to market speculation regarding a potential public offer for the Company)[10]; and
• 54.7 percent compared to the volume-weighted average trading price of SEK 151.95 for the shares during the last 90 trading days ended on 25 August 2021 (the last day of trading prior to market speculation regarding a potential public offer for the Company)[11].

Total value of the Offer

The total value of the Offer, based on all outstanding 295,144,629[12] shares in Sobi, amounts to approximately SEK 69.4 billion.

Statement from the board of directors of Sobi and fairness opinion

The board of directors of Sobi has assessed the Offer and informed Agnafit Bidco that the board of directors of Sobi has unanimously[13] resolved to recommend the shareholders of Sobi to accept the Offer. The board of directors of Sobi has further informed Agnafit Bidco that the board of directors of Sobi has obtained a fairness opinion from Danske Bank, according to which the Offer is fair for Sobi's shareholders from a financial perspective.

Agnafit Bidco's shareholding in Sobi

GIC holds cash settled swaps through several swap programs taking long or short exposure in a large number of companies, one of which is Sobi. Through the swap programs, GIC has a net short exposure to 302,655 shares in Sobi as at 1 September 2021. The swap positions were all entered into before GIC was included in the Offer consortium. The objective of the swap programs is not to gain exposure to any specific share triggering any notification obligation in accordance with Directive 2004/109/EC (the EU Transparency Directive), implemented in Sweden through the Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument). No trades in Sobi's shares under the swap programs have been made at a price above the Offer price.

Apart from the above, neither Agnafit Bidco nor any closely related companies or closely related parties own any shares or other financial instruments in Sobi that give financial exposure to Sobi's shares at the time of announcement, nor has Agnafit Bidco acquired or taken measures to acquire any shares in Sobi or any financial instruments that give financial exposure to Agnafit Bidco's shares during the six months preceding this announcement.

Agnafit Bidco may acquire, or take measures to acquire, shares in Sobi in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be published in accordance with applicable rules.

Undertakings from shareholders in Sobi

Agnafit Bidco has obtained irrevocable undertakings to accept the Offer from Investor and Fjärde AP-Fonden. Each of Investor and Fjärde AP-Fonden has on 1 September 2021 undertaken to tender 107,594,165 shares, and 20,532,666 shares, respectively, in Sobi (representing their entire shareholdings), corresponding to approximately 36.45 percent, and 6.96 percent, respectively, of the shares and votes in Sobi.[14] Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 128,126,831 shares have been obtained, which corresponds to approximately 43.41 percent of the shares and votes in Sobi.[15]

If, prior to the expiry of the acceptance period of the Offer (or any extension thereof), a third party makes a public offer to acquire all outstanding shares in Sobi and (i) the offer value per share is equal to or exceeding SEK 251 and (ii) such offer is unanimously (amongst the directors participating in Sobi's handling and evaluation of the Offer) recommended by the board of directors of Sobi, each of Investor, and Fjärde AP-Fonden is entitled to withdraw their acceptances of the Offer and accept the third party offer.

The irrevocable undertakings are terminated if the board of directors of Sobi withdraws or amends its recommendation for any reason (other than the announcement of a third party offer to acquire all outstanding shares in Sobi) to the effect that the board of directors of Sobi does no longer recommend the shareholders to accept the Offer or if the Offer is withdrawn.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Agnafit Bidco becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Sobi (on a fully diluted basis)[16];
2. no other party announcing an offer to acquire shares in Sobi on terms that are more favorable to the shareholders of Sobi than the Offer;
3. with respect to the Offer and completion of the acquisition of Sobi, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Agnafit Bidco's opinion, are acceptable;
4. neither the Offer nor the acquisition of Sobi being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Sobi's financial position, business or operation, including Sobi's sales, results, liquidity, equity ratio, equity or assets;
6. no information made public by Sobi, or otherwise made available to Agnafit Bidco by Sobi, being inaccurate, incomplete or misleading, and Sobi having made public all information which should have been made public; and
7. Sobi not taking any action that is likely to impair the prerequisites for making or completing the Offer.

Agnafit Bidco reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Agnafit Bidco's acquisition of Sobi or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Agnafit Bidco reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Information about Agnafit Bidco, Advent and GIC

Agnafit Bidco is a newly established Swedish limited liability company (with corporate registration number 559328-4085, to be domiciled in Stockholm following registration of customary corporate amendments with the Swedish Companies Registration Office (Sw. Bolagsverket)), indirectly owned by Advent and Aurora. Agnafit Bidco was incorporated on 20 July 2021 and registered with the Swedish Companies Registration Office on 21 July 2021. Agnafit Bidco has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer.

Founded in 1984, Advent is one of the largest and most experienced global private equity investors. The firm has invested in over 375 private equity transactions in 42 countries, and as of 31 March 2021, the firm had EUR 64 billion in assets under management. With 14 offices in 11 countries, Advent has established a globally integrated team of over 240 private equity investment professionals across North America, Europe, Latin America and Asia.

Advent has, through its 30 years of investing in the healthcare sector, a strong track-record with more than 30 investments across the healthcare and pharma sector since 2000. Advent has over the years gained a solid and deep sector expertise and extensive knowledge about the rare disease sector.

Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies. For further information about Advent please visit: www.adventinternational.com.

GIC was established in 1981 and is one of the earliest institutional investors to enter the private markets. GIC has been investing into private equity for more than 30 years, with healthcare as a key vertical. As a long-term investor, GIC focuses on quality assets with responsible management and long-term prospects. GIC's investments in the Nordic region include Nets, Visma and Anticimex.

Financing of the Offer

The consideration payable in respect of the Offer is financed in full by a combination of funds available to Agnafit Bidco pursuant to equity commitments from Advent and Aurora and debt financing committed to be provided by certain banks and credit funds on terms which are customary for the financing of public offers on the Swedish market.

The above-mentioned financing will provide Agnafit Bidco with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Review of information in connection with the Offer

Agnafit Bidco has been permitted by the board of directors of Sobi to carry out a limited confirmatory due diligence review of Sobi in connection with the preparation of the Offer. Sobi has informed Agnafit Bidco that no inside information has been disclosed to Agnafit Bidco during the process.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions, and other actions from authorities or similar, including from competition authorities, being obtained, in each case on terms which, in Agnafit Bidco's opinion, are acceptable.

According to Agnafit Bidco's assessment, the transaction will require (i) customary merger control approvals in the European Union, Russia, Turkey, and the United States, and (ii) customary clearances or confirmations that clearances are not required under applicable foreign direct investment legislation. Agnafit Bidco has initiated the work on filings relevant for the transaction. Agnafit Bidco expects relevant clearances to be obtained prior to the end of the acceptance period.

Statement from the Securities Council

The Swedish Securities Council has, in its statement AMN 2021:40, confirmed that the Government of Singapore and by extension any entities owned directly or indirectly by the Government of Singapore (excluding the direct and indirect subsidiaries of GIC and any entity managed by GIC or such direct or indirect subsidiaries), shall not be considered "closely related" to GIC for the purposes of rule I.3 of the Takeover Rules. For the complete statement (only in Swedish), see www.aktiemarknadsnamnden.se.

Preliminary timetable[17]

Agnafit Bidco reserves the right to, one or several times, extend the acceptance period, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by Agnafit Bidco by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

As soon as possible after Agnafit Bidco has acquired shares representing more than 90 percent of the total number of shares in Sobi[18], Agnafit Bidco intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Sobi. In connection therewith, Agnafit Bidco intends to promote delisting of Sobi's shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as the agreements entered into between Agnafit Bidco and the shareholders in Sobi as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. Furthermore, Agnafit Bidco has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on 13 August 2021 contractually undertaken towards Nasdaq Stockholm AB to fully comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq Stockholm AB in event of breach of the Takeover Rules.

Advisors

J.P. Morgan Securities Plc and Evercore Partners International LLP are acting as financial advisors to Agnafit Bidco in connection with the Offer. Roschier Advokatbyrå AB and Weil, Gotshal & Manges (London) LLP are legal advisors to Agnafit Bidco and Advent, and Linklaters LLP are legal advisors to Aurora, in connection with the Offer.

Agnafit Bidco

The board of directors

For additional information contact:

Joachim Hörnqvist

Tel: +46 768 19 00 39, email: agnafit@fogelpartners.se

The information was submitted for publication on 2 September 2021 at 7.00 a.m. (CEST).

Information about the Offer

www.agnafit-offer.com

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law (the "Restricted Jurisdiction").

The release, publication or distribution of this press release in or into jurisdictions other than Sweden may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in Sweden to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with Swedish law, the Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this press release had been prepared in accordance with the laws of jurisdictions other than Sweden.

Unless otherwise determined by Agnafit Bidco or required by Swedish law, the Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this press release and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Offer to shareholders of Sobi who are not resident in and citizens of Sweden may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of Sweden should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 Agnafit Bidco. Any such forward-looking statements speak only as of the date on which they are made and Agnafit Bidco 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.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Sobi, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Sobi domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Sobi's financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Sobi to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Sobi's other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for Sobi's shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Sobi and Agnafit Bidco are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Sobi's shareholders may not be able to sue Sobi or Agnafit Bidco or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Sobi or Agnafit Bidco and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Agnafit Bidco and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Agnafit Bidco or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Sobi outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Agnafit Bidco may also engage in ordinary course trading activities in securities of Sobi, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Agnafit Bidco nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.