Agnafit Bidco withdraws the public offer 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 and supplement offer document published on Agnafit Bidco's website (www.agnafit-offer.com). 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.
On 2 September 2021, Advent International Corporation and Aurora Investment Pte Ltd, an affiliate of GIC Pte Ltd, announced through Agnafit Bidco AB ("Agnafit Bidco"), a recommended public offer to the shareholders of Swedish Orphan Biovitrum AB (publ) ("Sobi") to tender all shares in Sobi to Agnafit Bidco for SEK 235 per share (the "Offer"). On 16 November 2021, Agnafit Bidco announced that the acceptance period was extended until 26 November 2021 and that Agnafit Bidco had decided to waive the conditions for completion of the Offer, except for the acceptance level condition. On 23 November 2021, Agnafit Bidco decided to further extend the acceptance period for the Offer until 1 December 2021 and to waive the right to further extend the acceptance period. Today, Agnafit Bidco announces that the Offer is withdrawn.
The Offer is now closed. In total, 257,656,843 shares have been tendered in the Offer during the aggregated acceptance period, corresponding to approximately 87.3 percent of the outstanding share capital and voting rights in Sobi.
As stated in the press release announced by Agnafit Bidco on 16 November 2021, Agnafit Bidco has waived all of the conditions for completion of the Offer, with the exception of the condition of 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). In relation to this remaining condition, Agnafit Bidco has waived its right to waive the condition, implying that the acceptance level condition cannot be waived. Furthermore, and as stated in the press release announced by Agnafit Bidco on 23 November 2021, Agnafit Bidco has waived the right to further extend the acceptance period beyond 1 December 2021.
Since the acceptance level condition has not been fulfilled, Agnafit Bidco hereby withdraws the Offer. Accordingly, the shares tendered in the Offer will not be acquired by Agnafit Bidco and will remain in the possession of the shareholders without the shareholders having to take any actions.
Agnafit Bidco did not hold any financial instruments that give financial exposure to Sobi shares at the time of the announcement of the Offer and has not acquired any such shares or financial instruments outside the Offer.
For additional information contact:
Tel: +46 768 19 00 39, email: email@example.com
The information was submitted for publication on 3 December 2021 at 08:00 (CET).
Information about the Offer
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 percent 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. The offeror’s ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, may not be the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. 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.
 Through AI Gemstone (Luxembourg) S.à r.l., a special purpose vehicle indirectly owned by certain private equity funds managed and/or advised by Advent International Corporation and its affiliates.
 Aurora Investment Pte Ltd is a nominated investment vehicle of GIC Special Investments Pte Ltd, which is a subsidiary of GIC Pte Ltd.
 A private limited liability company with corporate registration number 559328-4085 domiciled in Stockholm.
 Excluding any treasury shares held by Sobi (currently 11,959,198 shares).