Demeter Finance closes offer in DDM Holding AG with almost 80 percent

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, SOUTH AFRICA OR THE UNITED STATES OF AMERICA, 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.

Demeter Finance S.à r.l. (”Demeter Finance”) announces that shareholders representing a total of 29.33 percent of the outstanding shares in DDM Holding AB (“DDM Holding”) have accepted its public cash offer, resulting in an ownership by Demeter Finance of 79.22 percent of the shares in DDM Holding. Demeter Finance thereby closes the offer.

On 17 December 2018, Demeter Finance announced a public cash offer (the “Offer”) to the shareholders of DDM Holding to acquire all outstanding shares in DDM Holding at a price of SEK 40.00 per share subject to certain completion conditions. At the end of the original acceptance period on 12 April 2019, Demeter Finance declared its offer unconditional and extended the offer until 3 May 2019,

At the end of the extended acceptance period, shareholders representing a total of 3,977,864 shares in DDM Holding had accepted the offer, corresponding to approx. 29.33. percent of the total number of shares and votes in DDM Holding[1]. Together with the 6,764,783 shares in DDM Holding already held prior to the announcement of the Offer, Demeter Finance’s shareholding in DDM Holding amount to in aggregate 10,742,647 shares, corresponding to approx. 79.22 percent of the total number of shares in DDM Holding.

Settlement with respect to the shares for which acceptances have been received during the acceptance period ending on 3 May 2019 is expected to commence on 10 May 2019.

  
For additional information, please contact:

Lena Torlegård, Springtime-Intellecta, email: lena.torlegard@springtime.nu, tel. +46 708 87 08 78

Demeter Finance discloses the information provided herein pursuant to the Takeover Rules. This information was submitted for announcement on 8 May 2019 at 08:45. (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 Demeter Finance. 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, South Africa or the United States of America 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, South Africa or the United States of America, 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, South Africa or the United States of America. 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, South Africa or the United States of America. Demeter Finance will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America.

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 Demeter Finance and DDM Holding.
  

[1] Total number of outstanding shares in DDM Holding amounts to 13,560,447 shares.

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