BLACKSTONE ANNOUNCES OUTCOME AND EXTENDS THE ACCEPTANCE PERIOD IN THE OFFER FOR D. CARNEGIE & CO
On 17 October 2016, Vega Holdco S.à r.l. ("Vega Holdco"), an entity wholly owned by real estate funds advised by affiliates of The Blackstone Group L.P. (together with its affiliates, "Blackstone"), announced a mandatory cash offer to the shareholders and warrant holders of D. Carnegie & Co AB (publ) ("D. Carnegie & Co" or the "Company") to tender all shares and warrants in D. Carnegie & Co to Vega Holdco (the "Offer").
The shares tendered in the Offer at the end of the initial acceptance period on 18 November 2016, together with the shares already held or otherwise controlled (including through powers of attorney) by Vega Holdco and acquired outside the Offer, amounts to in aggregate 42,312,423 shares in D. Carnegie & Co, comprising 5,369,866 A-shares and 36,942,557 B-shares, corresponding to 54.7 percent of the share capital and 64.6 percent of the voting rights in D. Carnegie & Co.
To provide the remaining shareholders and warrant holders of D. Carnegie & Co who have not tendered their shares and/or warrants more time to accept the Offer, the acceptance period will be open beyond the end of the initial acceptance period, until 7 December 2016 at 15.00 (CET). Vega Holdco reserves the right to further extend the acceptance period for the Offer.
Prior to announcement of the Offer, Vega Holdco held in aggregate 24,559,379 shares in D. Carnegie & Co, comprising 3,676,190 A-shares and 20,883,189 B-shares, corresponding to approximately 40 percent of the voting rights and 32 percent of the share capital in D. Carnegie & Co. In addition, Vega Holdco controlled the voting rights of in aggregate 6,784,241 shares, comprising 1,594,333 A-shares and 5,189,908 B-shares, resulting in Vega Holdco controlling a total of 53 percent of the voting rights in D. Carnegie & Co. Vega Holdco has, following the announcement of the Offer on 17 October 2016, outside the Offer acquired in total 198,841 B-shares in D. Carnegie & Co, corresponding to approximately 0.20 percent of the voting rights and 0.26 percent of the share capital in D. Carnegie & Co. None of these shares have been acquired at a price which exceeds the price in the Offer.
At the end of the initial acceptance period on 18 November 2016, the Offer had been accepted by shareholders representing in total 10,769,962 shares in D. Carnegie & Co, comprising 99,343 A-shares and 10,670,619 B-shares, corresponding to 13.9 percent of the share capital and 11.3 percent of the voting rights in D. Carnegie & Co. The warrants tendered in the Offer at the end of the initial acceptance period on 18 November 2016 amounts to in aggregate 2,700,000 warrants in D. Carnegie & Co, comprising 1,360,000 warrants of series 2014/2017, 751,000 warrants of series 2015/2018 and 589,000 warrants of series 2016/2019, corresponding to 82.4 percent of the total number of warrants in D. Carnegie & Co. The warrants tendered in the Offer entitle to subscription of 2,700,000 B-shares and 2,700,000 votes in D. Carnegie & Co.
Except for the warrants tendered in the Offer, Vega Holdco does not hold any financial instruments that give financial exposure to D. Carnegie & Co shares.
Settlement for shares and warrants tendered in the Offer during the initial acceptance period will take place in accordance with previously communicated plan, i.e. around 2 December 2016. Settlement for shares and warrants tendered in the Offer during the additional acceptance period is expected to occur around 21 December 2016.
Vega Holdco
For more information about the Offer, please see: www.vegaholdco.com
For additional queries, please contact:
Andrew Dowler
Blackstone
+44 (0)20 7451 4275
andrew.dowler@blackstone.com
For Nordic media: JKL +46-73 503 12 86, blackstone@jklgroup.com
About Blackstone Real Estate
Blackstone is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and has over $100 billion in investor capital under management. Blackstone's real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major holdings include Hilton Worldwide, Logicor (pan-European logistics), and prime office buildings in the world's major cities.
This press release was submitted for publication on 22 November 2016 at 19:30 (CET).
Important information
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document 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 – any such action will not be permitted or sanctioned by Vega Holdco. 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 or South Africa by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, 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 or South Africa. 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 into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Vega Holdco will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
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 “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 Vega Holdco and D. Carnegie & Co.
Special notice to shareholders in the United States
The Offer is being made for a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The Company’s financial statements, and all financial information that is included in any offer document, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS 1 and may not be comparable to financial statements 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 being made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934 as a “Tier II” tender offer, and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
It may be difficult for U.S. shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Company and Vega Holdco 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. U.S. shareholders may not be able to sue the Company or Vega Holdco 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 the Company or Vega Holdco and 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, Vega Holdco and its affiliates or brokers (acting as agents for Vega Holdco or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase, shares of the Company, that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed by means of a press release o other means reasonably calculated to inform U.S. shareholders of the Company of such information. In addition, the financial advisors to Vega Holdco may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. Vega Holdco and/or its affiliates or brokers have purchased shares of the Company during the period following the announcement of the Offer on 17 October 2016.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, or passed any comment upon the adequacy or completeness of this press release. Any representation to the contrary is a criminal offence in the United States.