Momentum Group extends the acceptance period in its recommended public offer to the shareholders in Swedol to 20 March 2020

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States of America, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

On 11 November 2019, Momentum Group AB (publ) (“Momentum Group”) made a public offer to the shareholders of Swedol AB (publ) (“Swedol”) to acquire all of their shares in Swedol (the “Offer”). The independent bid committee appointed by Swedol’s Board of Directors unanimously recommended that Swedol’s shareholders accept the Offer. The initial acceptance period for the Offer ran from 17 December 2019 until 25 February 2020, inclusive, which has now been extended to 20 March 2020 due to the processing time required for the necessary competition inquiry.

The completion of the Offer is conditional upon approval from relevant competition authorities, and the European Commission has now – at the request of Nordstjernan AB (as principal owner of Swedol and the largest shareholder in Momentum Group in terms of votes as well as the formal notifiable party) – resolved to refer the competition inquiry to the national competition authorities in Sweden, Norway and Finland. These national competition inquiries are subject to customary processing times, which means that they will not be completed before the end of the initial acceptance period for the Offer. For this reason, Momentum Group’s Board of Directors has decided to extend the acceptance period for the Offer until 20 March 2020, inclusive, under otherwise unchanged conditions.

Provided that the Offer is declared unconditional no later than around 25 March 2020, settlement of the consideration is expected to begin on or around 1 April 2020. Momentum Group has reserved the right to extend the acceptance period for the Offer and to postpone the date for the settlement of consideration.

The Offer document and the acceptance form are available in Swedish on the part of Momentum Group’s website pertaining to the Offer (www.momentum.group/en/public-offer-shareholders) as well as on Handelsbanken’s website (www.handelsbanken.se/prospekt) and have been distributed to the shareholders of Swedol whose holdings are directly registered with Euroclear Sweden AB.

Stockholm, 31 January 2020

Momentum Group AB (publ)

For further information, please contact:

Mats Karlqvist, Head of Investor Relations – Tel: +46 70-660 31 32 / e-mail: mats.karlqvist@momentum.group

This information was submitted for publication at 08:00 a.m. CET on 31 January 2020.
   This press release is in all respects a translation of the Swedish original press release. In the event of any differences between this translation and the Swedish original, the latter shall prevail.

Momentum Group is a leading reseller of industrial consumables and components, service and maintenance to professional end users in the industrial and construction sectors in the Nordic region. The Group has annual revenue of approximately SEK 6 billion and approximately 1,700 employees. Momentum Group AB (publ) has been listed on Nasdaq Stockholm since June 2017. Read more at www.momentum.group.

IMPORTANT INFORMATION

The Offer, pursuant to the terms and conditions presented in the Offer Document, is not being made to persons whose participation in the Offer requires that any additional offer document or prospectus 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 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. Momentum Group will not allow or approve any such distribution. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States of America by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) 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, Singapore, South Africa, Switzerland or the United States of America. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States of America.

Momentum Group will not deliver any consideration from the Offer in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States of America.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States of America. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States of America must not forward this press release or any other document received in connection with the Offer to such persons.

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

Forward-looking information and statements

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 “expects”, “intends”, “anticipates”, “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 Momentum Group.

Any such forward-looking statements speak only as of the date on which they are made and Momentum Group 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.