CareDx Has Received Acceptances Representing 98.3 Percent of the Shares in Allenex and Declares Its Offer Unconditional
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.’s offer to the shareholders of Allenex AB (publ) has been accepted by shareholders holding an aggregate of 118,207,862 shares, corresponding to approximately 98.3 percent of the total number of shares in Allenex. CareDx declares the Offer unconditional and completes the Offer. Settlement is expected to occur on or around April 13, 2016.
On December 16, 2015, CareDx, Inc. (NASDAQ: CDNA) (“CareDx”) announced a recommended public offer to the shareholders of Allenex AB (“Allenex”) to tender all their shares in Allenex to CareDx (the “Offer”). On February 9, 2016, CareDx announced that the common stock component of the share based consideration alternatives had been revised. An offer document regarding the Offer was made public on March 7, 2016 (the “Offer Document”) and the acceptance period commenced on March 8, 2016. On March 29, 2016, the acceptance period was extended by five days to April 5, 2016 and on March 30, 2016, CareDx published a supplement to the Offer Document (the “Supplement”), whereby Allenex shareholders were, in accordance with Nasdaq Stockholm’s takeover rules, given the right to withdraw submitted acceptances by April 6, 2016.
As of April 6, 2016, and after expiration of the withdrawal rights, shareholders in Allenex holding an aggregate of 118,207,862 shares, corresponding to approximately 98.3 percent of the total number of outstanding shares in Allenex, had accepted the Offer without withdrawing their acceptances. The Majority Shareholders Midroc Invest AB, FastPartner AB and Xenella Holding AB have tendered all their shares under the Deferred Consideration Alternative (as defined in the Offer Document). In addition, 569,363 shares have been tendered under the Mixed Consideration Alternative (as defined in the Offer Document), and 23,898,587 shares have been tendered under the All Cash Alternative (as defined in the Offer Document).
All conditions for completion of the Offer as described in the Offer Document have been satisfied. CareDx therefore declares the Offer unconditional and completes the Offer.
Settlement is expected to occur on or around April 13, 2016.
CareDx does not have any prior holdings in Allenex and has not acquired any shares in Allenex outside of the Offer. CareDx does not hold financial instruments which give CareDx any financial exposure equivalent to a shareholding in Allenex.
CareDx does not extend the acceptance period and intends to initiate compulsory acquisition proceedings for the remaining shares in Allenex in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and, in connection with such proceedings, will promote a de-listing of the Allenex shares from Nasdaq Stockholm.
Brisbane, California, USA April 8, 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 April 8, 2016, 08:00 a.m. CET.
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.
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