Demeter Finance receives a statement from the Securities Council regarding its offer to the shareholders of DDM Holding
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.
On 17 December 2018, Demeter Finance S.à r.l. (”Demeter Finance”) announced a public cash offer to the shareholders of DDM Holding AG (”DDM Holding” or the “Company”) to acquire all outstanding shares in DDM Holding subject to certain completion conditions (the ”Offer”).
Following the announcement of the Offer, the independent bid committee of DDM Holding asked for a ruling from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) regarding completion condition No. 3 of the Offer and regarding a statement whether the information under the heading “Delisting and cash-out merger” in the bid press release is consistent with the Takeover Rules.
Contrary to the external advice received by Demeter Finance, the Securities Council has in a statement dated on 24 January 2019 (AMN 2019:02) requested that Demeter Finance waives certain parts of completion condition No. 3 and also to inform the Company’s shareholders and the market accordingly. The Securities Council also found that certain parts of the information provided by Demeter Finance under the heading “Delisting and cash-out merger” in the bid press release was not in consistent with sound practice on the Swedish stock market.
Demeter Finance will comply with the Takeover Rules and the Securities Council’s rulings and statements regarding interpretation and application of the Takeover Rules. However, as a consequence of the above statement by the Securities Council, Demeter Finance is considering its position and will make a further statement in due course.
For additional information, please contact:
Lena Torlegård, Springtime, 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 24 January 2019 at 22.30 p.m. (CET).
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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.
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