Demeter Finance reaches 73.0 percent in DDM Holding AG 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, 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 it declares its public cash offer to the shareholders of DDM Holding AG (“DDM Holding”) unconditional and accepts the tendered shares. Demeter Finance’s shareholding in DDM Holding will represent approx. 73.0 percent of the outstanding shares. Demeter Finance is extending the acceptance period to 3 May 2019 in order to give the remaining shareholders an additional opportunity to accept 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, including the Offer being accepted to such extent that Demeter Finance becomes the owner of more than 90 percent of the total number of shares in DDM Holding.

At the end of the acceptance period on 12 April 2019, the Offer had been accepted by shareholders representing a total of 3,140,518 shares in DDM Holding, corresponding to approx. 23.2 percent of the total number of shares and votes in DDM Holding[1]. The shares in DDM Holding tendered in the Offer, together with 6,764,783 shares in DDM Holding already held by Demeter Finance prior to the announcement of the Offer, amount to in aggregate 9,905,301 shares, corresponding to approx. 73.0 percent of the total number of shares in DDM Holding. As of the date hereof, Demeter Finance does not hold any financial instruments that give financial exposure to DDM Holding shares and has not acquired any such shares or financial instruments outside the Offer.

On 8 April 2019, Demeter Finance announced the waiver of the completion condition that DDM bondholders accept a change of control as a result of the Offer. All other completion conditions have been fulfilled except the condition that the Offer being accepted to such extent that Demeter Finance becomes the owner of more than 90 percent of the total number of shares in DDM Holding. Demeter Finance has decided to waive the remaining completion condition and hereby declares the Offer unconditional and accepts the tendered shares.

Settlement with respect to the shares for which acceptances have been received during the acceptance period ending on 12 April 2019 is expected to commence on 23 April 2019.

In order to give the shareholders who have not yet accepted the Offer additional opportunity to accept the Offer, Demeter Finance has decided to extend the acceptance period until 17.00 CET on 3 May 2019. Settlement with respect to the shares for which acceptances are received during this extended acceptance period is expected to commence around 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 17 April 2019 at 08:30. (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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