Ateliere completes the public cash offer to the shareholders in CodeMill after an acceptance level of 97.4 percent and extends the acceptance period
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 shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States of America (the “US”), 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 or otherwise contemplated in connection with the Offer. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this press release and in the offer document.
Press release 2 April 2025
Ateliere completes the public cash offer to the shareholders in CodeMill after an acceptance level of 97.4 percent and extends the acceptance period
On 3 March 2025, Ateliere Creative Technologies, Inc. (“Ateliere”), through Ateliere Creative Technologies CM, AB, announced a recommended public offer to shareholders of CodeMill AB (publ) (“CodeMill”) to tender all shares in CodeMill at a price of SEK 23.00 in per share (the “Offer”).
At the end of the acceptance period on 1 April 2025, the Offer had been accepted by shareholders representing 13,267,921 shares, corresponding to approximately 97.4 percent of the total number of outstanding shares and votes in CodeMill.
Today, Ateliere announces that all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional and Ateliere will complete the acquisition of the shares tendered in the Offer. Ateliere also announces that it has resolved to further extend the acceptance period for the Offer up to and including 15:00 (CEST) 16 April 2025 to allow remaining shareholders in CodeMill to accept the Offer.
Ateliere has not acquired any shares in CodeMill outside the Offer. Ateliere does not hold any other financial instruments that provide a financial exposure to CodeMill’s shares.
Settlement in respect of shares tendered in the Offer on or before 1 April 2025 is expected to commence on or about 8 April 2025. Settlement in respect of shares that are tendered in the Offer during the extended acceptance period is expected to commence on or about 24 April 2025.
Since the Offer is now unconditional, shareholders who have accepted the Offer, or shareholders who accept the Offer during the extended acceptance period, have no right to withdraw their acceptances.
Ateliere may acquire additional shares in CodeMill during the extended acceptance period.
With reference to the outcome, Ateliere intends to initiate compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) regarding the remaining shares in CodeMill and to promote a delisting of CodeMill’s shares from Nasdaq First North Growth Market.
The offer document in Swedish and English and other information about the Offer are available on www.ateliere.com/cm-offer.
The information in this press release has been published by Ateliere Creative Technologies CM, AB in accordance with the Takeover rules for certain trading platforms issued by the Swedish Stock Market Self-Regulation Committee. The press release was submitted for publication on 2 April 2025 at 7:30 (CEST).
Information regarding the Offer:
Information about the Offer is available at:
For inquiries, please contact:
Maria Leding
E-mail: press@ateliere.com
For administrative questions regarding the Offer, please contact primarily your bank or nominee where you have your shares registered.
Important information
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.
This press release and any other documentation related 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 – any such action will not be permitted or sanctioned by the Bidder. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, Canada, New Zealand, Schweiz, South Africa or the US. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted, and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, Schweiz, South Africa or the US, or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US. Accordingly, this press release or any other documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US, or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, Switzerland, South African or US persons, or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US.
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland , South Africa or the US will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Hong Kong, Japanese, Canadian, New Zealand, Switzerland, South African or US person, not being located or participating in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US and not acting on a non-discretionary basis for a principal that is an Australian, Hong Kong, Japanese, Canadian, New Zealand, Switzerland, South African or US person, or that is located in or giving order to participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US. The Bidder will not deliver any consideration relating to the Offer to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the US must not forward this press release or any other document related to the Offer to such persons.
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 Financial Services and Markets Act 2000, as amended (the “FSMA”). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in 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 shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
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.
Forward-looking information
Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside the Bidder’s control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and the Bidder do not have any obligation (and undertake no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.