CareDx Announces Offer Document for its Recommended Offer to All Shareholders in Allenex
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, Hong Kong, Japan, Canada, New Zealand or South Africa, 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.
The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States, and will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.
On December 16, 2015, CareDx, Inc. (NASDAQ: CDNA) (“CareDx”) announced a recommended public offer to all shareholders in Allenex AB (publ) (“Allenex”) to tender all their shares in Allenex (the "Offer"). On February 9, 2016, CareDx announced that the common stock component of the Mixed Consideration Alternative in the Offer had been revised from 0.01298 to 0.01458 CareDx common shares per Allenex share.
The offer document concerning the Offer has been approved and registered by the Swedish Financial Supervisory Authority (sw. Finansinspektionen) and published on CareDx’ webpage www.caredx.com, ABG Sundal Collier’s webpage www.abgsundalcollier.com and SEB’s webpage www.sebgroup.com/prospectuses. The offer document will also be made available on the Swedish Supervisory Authority webpage www.fi.se.
The offer document, pre-printed acceptance forms and addressed envelopes will be distributed to registered shareholders in Allenex. The offer document and blank acceptance forms will also be available in digital format for download on CareDx’ and SEB’s webpages in accordance with the above statement.
Shareholders in Allenex who choose to tender their shares in the Offer in accordance with the Mixed Consideration Alternative, and thus accept CareDx Shares as consideration in the Offer, are referred to their bank or broker for further information regarding how acquisition and transfers of CareDx Shares should be executed. It will be imperative for the shareholders to have a safe custody account with a Swedish bank or broker who expressly admit US shares to be received into and safe kept in the shareholders account.
Timeline for the Offer
- March 7, 2016: Publication of the offer document
- March 8, 2016 – March 29, 2016: Acceptance period
- April 13, 2016: Estimated date of settlement
The estimated date of settlement takes into account that the date for the release of CareDx' fourth quarter financials and the filing of CareDx' Annual Report on Form 10-K with the SEC for the fiscal year ended December 31, 2015 may occur towards the end of the estimated acceptance period, which would require CareDx to publish a supplement to the offer document. The publication of such a supplement may delay CareDx announcement of the result of the Offer and therefore the settlement of the Offer. CareDx reserves the right to extend the acceptance period as well as to postpone the date of settlement. CareDx will announce any extension of the acceptance period and/or postponement of the date of settlement by a press release in accordance with applicable laws and regulations.
Advisers
CareDx has retained ABG Sundal Collier AB as financial adviser; Baumgarten Byström Rooth & Partners Advokater AB as Swedish legal adviser; and Wilson Sonsini Goodrich & Rosati as U.S. legal adviser in connection with the Offer.
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Brisbane, California, USA March 7, 2016 (CET)
CareDx, Inc.
The Board of Directors
CareDx discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on March 7, 2016, 08:00 a.m. CET.
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Information about the Offer
Information about the Offer is made available at: www.caredx.com.
For further information, please contact:
Media (US):
CareDx – Molly Martell
+1 415 287 2397
mmartell@caredx.com
Investors (Europe):
ABG Sundal Collier – Sebastian Alexanderson
+46 856 628 679
sebastian.alexanderson@abgsc.se
Investors (US):
Westwicke – Jamar Ismail
+1 650 996 8777
jamar.ismail@westwicke.com
Important information
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
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 be prepared or registration effected or that any other measures be taken in addition to those required under Swedish and regulations. This press release and any related Offer documentation 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 CareDx. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States, and will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the U.S. Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.
The Offer is not being and will not be made, directly or indirectly, in or into, or 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 or South Africa. 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 or South Africa or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Accordingly, this press release and any related Offer documentation 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 or South Africa or to any Australian, Hong Kong, Japanese, Canadian, New Zealand or South African persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
Any purported tender of shares in an 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 or South Africa or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. CareDx will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
The acceptance period for the Offer for shares of Allenex described in this communication has not commenced.
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