Opening of the simplified public tender offer initiated by ASSA ABLOY for the remaining outstanding shares of agta record

The simplified public tender offer launched by ASSA ABLOY on the remaining shares of agta record ag (“agta record”) at the price of 70.58 EUR per share (the “Offer”) opens today for a period of ten trading days. The Offer will be followed by the delisting of the agta record shares from Euronext Paris.  

The French Financial Market Authority (Autorité des marchés financiers (“AMF”)) has announced that the simplified public tender offer initiated by ASSA ABLOY, via its fully owned subsidiary ASSA ABLOY Euro Holding AB, for the purchase of all of the remaining outstanding shares of agta record, not yet held directly or indirectly by ASSA ABLOY, i.e., 716,153 shares representing 5.37% of the share capital and voting rights of agta record[1] (the “Offer”), opens today for a period of 10 trading days.

On 15 September 2020, the AMF issued its clearance to the Offer. The Offer will be open from 17 September 2020 until 30 September 2020 (included) at a price of 70.58 EUR per agta record share. This price corresponds to the adjusted[2] purchase price paid by ASSA ABLOY for the acquisition of a controlling block of 54% of the share capital and voting rights of agta record. This acquisition was announced on 6 March 2019 and completed on 20 August 2020.

The Offer will be followed by the delisting from the Euronext Paris stock exchange of the agta record shares shortly following the publication of the results of the Offer[3] (the “Delisting”).

No squeeze-out procedure, or equivalent procedure, exists under French securities laws or Swiss securities laws applicable to agta record. Therefore, no such procedure will be implemented following the closing of the Offer.

The Board of Directors of agta record, on the basis of the report prepared by the independent expert, has unanimously decided that the Offer was in the interest of agta record, its employees and shareholders and recommended the shareholders to tender their agta record shares in the Offer.

In accordance with article P 1.4.2 of the specific rules applicable to the French regulated markets of Euronext Paris, ASSA ABLOY has committed to acquire for a 6-month period after closing of the Offer, i.e., until 30 March 2021 (included), agta record shares held by minority shareholders who have not tendered their agta record shares during the Offer period at the Offer price, i.e., 70.58 EUR per agta record share. This 6-month period, commencing at the close of the Offer, will not be extended.

The AMF will publish a notice for the results of the Offer on 1 October 2020.

Within a period of no less than 9 to 18 months (this being indicative only) after the closing of the Offer and the Delisting, ASSA ABLOY intends to merge agta record (the absorbed company) into a wholly owned Swiss subsidiary of ASSA ABLOY (the absorbing company) via a merger governed by Swiss law in accordance with the Swiss Merger Act. Under this Swiss law merger procedure, the minority shareholders of agta record would receive a cash only compensation as opposed to shares in the absorbing company. This contemplated Swiss merger would be subject to the approval of at least 90% of all voting rights of agta record as the absorbed company.

ASSA ABLOY Euro Holding AB’s offer document and agta record’s response document, as approved by the AMF on 15 September 2020 under visa no. 20-457 and visa no. 20-458 respectively, as well as documents relating to the other information of each company, are available on the AMF website (www.amf-france.org), and on the websites of ASSA ABLOY (www.assaabloy.com) or agta record (www.record.group), and can be obtained on request and free of charge from ASSA ABLOY or agta record depending on whether they relate to one or the other company.

     
For more information, please contact:

Nico Delvaux, President and CEO, tel. no: +46 8 506 485 82
Erik Pieder, CFO and Executive Vice President, tel. no: +46 8 506 485 72
Björn Tibell, Head of Investor Relations, tel. no: +46 70 275 67 68

About ASSA ABLOY
The ASSA ABLOY Group is the global leader in access solutions. The Group operates worldwide with 49,000 employees and sales of SEK 94 billion. The Group has leading positions in areas such as efficient door openings, trusted identities and entrance automation. ASSA ABLOY's innovations enable safe, secure and convenient access to physical and digital places. Every day, we help billions of people experience a more open world.

Important information

This press release is disseminated for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities of agta record.

Investors and shareholders are strongly advised to read the documentation relating to the tender offer, which includes the terms and conditions of the offer, as well as any amendments or supplements to those documents as they will contain important information about ASSA ABLOY, agta record and the proposed transaction.

This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in jurisdictions in which its launch is subject to legal restrictions.

The publication, broadcasting or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is published, broadcasted or distributed must inform themselves about and comply with such restrictions. ASSA ABLOY disclaims any responsibility for any violation of such restrictions.

 

[1] Based on a total number of agta record shares of 13,334,200 (representing the same number of theoretical voting rights) minus 12,605,269 agta record shares directly and indirectly held by ASSA ABLOY as at 15 September 2020 and of 12,778 treasury shares held by agta record. In accordance with article 223-11 of the AMF general regulation, the total number of voting rights is calculated based on all shares with attached voting rights, including non-exercisable voting rights (e.g., treasury shares).
[2] Notably including an upward interest rate adjustment.
[3] Euronext Paris approved on 28 August 2020 the delisting request presented by agta record subject to the AMF confirming its decision of conformity of the Offer. The AMF issued such decision on 15 September 2020.

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About Us

The ASSA ABLOY Group is the global leader in access solutions. Our offering covers products and services related to openings such as locks, locks, doors, gates and entrance automation solutions. We are also experts in trusted identities; with keys, cards, tags, mobile and biometric identity verification systems as parts of our offering. Every day, we help billions of people to experience a more open world with innovative solutions that enable safe, secure and convenient access to physical and digital places. Since its formation in 1994, ASSA ABLOY has grown from a regional company into an international Group with some 49,000 employees operating in more than 70 countries and sales of SEK 94 billion.

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