Quimper announces final outcome in the offer for Ahlsell
On 11 December 2018, Quimper AB (a company that has been or will be indirectly invested in by CVC Funds) (“Quimper”)[1], announced a public cash offer to the shareholders in Ahlsell AB (publ) (“Ahlsell” or the “Company”) to tender all their shares in Ahlsell, admitted to trading on Nasdaq Stockholm, Large Cap ("Nasdaq Stockholm"), to Quimper (the “Offer”). On 13 February 2019, Quimper announced that the Offer would be completed and that the initial acceptance period, which ended on 11 February 2019, would be extended and open until 27 February 2019.
The Offer is now closed. The shares tendered in the Offer at the end of the extended acceptance period on 27 February 2019, together with the shares already held or otherwise controlled by Quimper, and closely related parties, amount to in aggregate 420,204,749 shares in Ahlsell, corresponding to approximately 97.9 percent[2] of the share capital and the voting rights in Ahlsell.
Quimper has initiated compulsory acquisition of the remaining shares in Ahlsell. The last day of trading in the Ahlsell shares on Nasdaq Stockholm will be 6 March 2019.
On 13 February 2019, it was announced that Quimper controlled approximately 93.9 percent[3] of the share capital and the voting rights in Ahlsell. At the end of the extended acceptance period on 27 February 2019, the Offer has been accepted by shareholders representing in total 310,626,426 shares in Ahlsell, corresponding to approximately 72.4 percent[4] of the share capital and the voting rights in Ahlsell.
Settlement for shares tendered in the Offer during the additional acceptance period is expected to start around 7 March 2019.
Quimper does not hold any financial instruments that give financial exposure to Ahlsell shares and has not acquired any such shares or financial instruments outside the Offer.
Quimper
For more information about the Offer, please see: www.quimperbidco.com
This information was submitted for publication on 1 March 2019 at 08:30 (CET).
[1] Quimper is a newly formed entity that has been or will be indirectly invested in by funds or vehicles ("CVC Funds") advised by CVC Advisers Company (Luxembourg) S.à r.l. and/or its affiliates. "CVC" means CVC Advisers Company (Luxembourg) S.à r.l. and its affiliates, together with CVC Capital Partners SICAV-FIS S.A. and each of its subsidiaries.
[2] Based on all 436,302,187 outstanding shares in Ahlsell, excluding the 7,000,000 shares which are held by Ahlsell in treasury.
[3] Based on all 436,302,187 outstanding shares in Ahlsell, excluding the 7,000,000 shares which are held by Ahlsell in treasury.
[4] Based on all 436,302,187 outstanding shares in Ahlsell, excluding the 7,000,000 shares which are held by Ahlsell in treasury.
Important notice
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 sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
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 Quimper. Any such forward-looking statements speak only as of the date on which they are made and Quimper has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Special notice to shareholders in the United States
The Offer is being made for shares of Ahlsell AB (publ), 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 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 US generally accepted accounting principles.
The Offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the US Exchange Act 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 Quimper 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 Quimper 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 Quimper 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, Quimper and its affiliates or brokers (acting as agents for Quimper or its affiliates, as applicable) may from time to time after the date hereof directly or indirectly purchase or arrange to purchase shares of the Company outside the United States other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be announced through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish law, rules or regulations. In addition, the financial advisors to Quimper may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
The receipt of cash pursuant to the Offer by a U.S. shareholder may be a taxable transaction for US federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of accepting the Offer.
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 ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
For additional information contact:
Carsten Huwendiek, Managing Director, Global Head of Marketing & Communications, CVC Advisers Limited
Tel: +44 (0) 2074204240, e-mail: chuwendiek@cvc.com
Helena Stångberg, Senior Director, Partner, Hallvarsson & Halvarsson (for Swedish speakers)
Tel: +46 709 71 12 53, e-mail: helena.stangberg@halvarsson.se
Information about CVC
CVC is a leading private equity and investment advisory firm. Founded in 1981, CVC today has a network of 24 offices and approximately 450 employees throughout Europe, Asia and the US. To date, CVC has secured commitments of over US$ 116 billion from some of the world's leading institutional investors across its private equity and credit strategies. CVC Funds have been investing in the Nordic region for more than 20 years and currently invest in a wide range of portfolio companies in the region, including Synsam, ÅR Packaging, eTraveli and Mehiläinen.
In total, CVC currently manages approximately US$69 billion of assets. Today, CVC Funds are invested in 72 companies worldwide, employing c.200,000 people in numerous countries. Together, these companies have combined annual sales of over US$150 billion. For further information about CVC please visit: www.cvc.com.