CareDx Announces Supplement to 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.
CareDx, Inc. (NASDAQ: CDNA) (“CareDx”) announces a supplement to the offer document announced on March 7, 2016 (the “Offer Document”) in relation to CareDx’ recommended public offer (the “Offer”) to all shareholders in Allenex AB (publ) (“Allenex”). The supplement to the Offer Document (the “Supplement”) has been approved and registered by the Swedish Financial Supervisory Authority (sw. Finansinspektionen).
The Supplement has been prepared by reason of CareDx having filed with the SEC and made public on March 29, 2016, its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, CareDx' announcements on March 24, 2016 of its 2015 year-end financial results and the replacement of its CFO, Ken Ludlum, by Charles Constanti as of early April 2016, and the publication on March 9, 2016 of the Swedish Securities Council’s (Aktiemarknadsnämnden) statement (AMN 2016:06) regarding interpretation of Nasdaq Stockholm’s rules regarding takeover offers (the “Takeover Rules”).
As a result of the announcement of the Supplement, Allenex shareholders have, according to the Takeover Rules, the right to withdraw submitted acceptances within five business days from the announcement of the Supplement. Any other right to withdrawal is governed by what is stated in the Offer Document. To be valid, a withdrawal must have been received by SEB Issue Department (SEB Issue Department, R B6, SE-106 40 Stockholm) before the end of April 6, 2016. Shareholders in Allenex whose shares are nominee registered wishing to withdraw acceptances shall do so in accordance with instructions from the nominee. Acceptances which are not withdrawn remain binding and shareholders who do not wish to withdraw their acceptances are not required to take any action.
The Supplement has been published on CareDx’ webpage www.caredx.com, ABG Sundal Collier’s webpage www.abgsc.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 Supplement forms part of, and must be read together with, the Offer Document.
Timeline for the Offer
- April 5, 2016: Acceptance period expires
- April 6, 2016: Withdrawal period expires
- April 8, 2016: Estimated date of announcement of results
- April 13, 2016: Estimated date of settlement
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Brisbane, California, USA March 30, 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 30, 2016, 10:30 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.