Karo Intressenter AB completes the offer to the shareholders in Karo Pharma Aktiebolag and extends the acceptance period
On 29 October 2018, EQT VIII[1] (“EQT VIII”), through Karo Intressenter AB[2] (“Karo Intressenter”), announced a public cash offer to the shareholders in Karo Pharma Aktiebolag (“Karo Pharma”) to acquire the shares in Karo Pharma at a price of SEK 36.90 per share (the “Offer”). On 2 January 2019, it was announced that Karo Intressenter had decided to increase the price in the Offer to SEK 38.00 in cash per share and extend the acceptance period up to and including 17 January 2019.
At the end of the extended acceptance period on 17 January 2019, the Offer had been accepted by shareholders representing 70,499,316 shares, corresponding to approximately 43.6 per cent of the total number of outstanding shares[3] and votes in Karo Pharma. Furthermore, Karo Intressenter has since 29 October 2018 acquired in total 31,223,273 shares in Karo Pharma outside the Offer, which corresponds to 19.3 per cent of the total number of outstanding shares and votes in Karo Pharma.[4] The shares in Karo Pharma tendered in the Offer at the end of the extended acceptance period on 17 January 2019, together with the shares in Karo Pharma acquired by Karo Intressenter on the market, correspond to approximately 62.8 per cent of the total number of outstanding shares and votes in Karo Pharma.
Karo Intressenter has decided to complete the Offer and acquire all shares in Karo Pharma that have been tendered in the Offer. This means that Karo Intressenter waives the condition regarding a minimum level of acceptance in the Offer. Furthermore, Karo Intressenter announces that all other conditions for completion of the Offer have been satisfied. Karo Intressenter also decides to extend the acceptance period for the Offer up to and including 17:00 (CET) on 12 February 2019 to allow remaining shareholders in Karo Pharma to accept the Offer.
Settlement is expected to commence on or about 25 January 2019 for all shareholders in Karo Pharma who have accepted the Offer. Settlement in respect of the shares for which acceptances are received during the extended acceptance period will occur on a weekly basis. Settlement is expected to commence on or about 8 February 2019 for shareholders who have accepted the Offer no later than 29 January 2019, on or about 15 February 2019 for shareholders who have accepted the Offer no later than 5 February 2019 and on or about 22 February 2019 for shareholders who have accepted the Offer no later than 12 February 2019.
Since the Offer is now unconditional, shareholders who have accepted the Offer, or shareholders who accept the Offer during the extended acceptance period, have no right to withdraw their acceptances.
Karo Intressenter may acquire additional shares in Karo Pharma during the extended acceptance period.
Karo Intressenter has submitted a request to the Board of Directors of Karo Pharma for a notice convening an extraordinary general meeting, to be held on 14 February 2019, in order to consider election of new board members to the Board of Directors of Karo Pharma. A notice convening the extraordinary general meeting will be issued by the Board of Directors of Karo Pharma.
The information in this press release has been published by Karo Intressenter AB in accordance with the Takeover Rules. The press release was submitted for publication on 22 January 2019 at 08:30 (CET).
For additional information, please contact
For more information about the Offer, please see: www.eqtpartners.com/EQTVIIIbid
For media enquiries, please contact:
EQT Press office: +46 8 506 55 334
Email: press@eqtpartners.com
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 Karo Intressenter. 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. Karo Intressenter 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 Karo Intressenter and Karo Pharma.
[1] The fund known as EQT VIII, comprising of EQT VIII SCSp acting by its alternative investment fund manager (gestionnaire), EQT Fund Management S.à r.l. EQT Fund Management S.à r.l. is a private limited liability company (société à responsabilité limitée), incorporated and existing under Luxembourg law, having its registered office at 26A, Boulevard Royal, L-2449 Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 167.972, acting as manager (gérant) of EQT VIII SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 26A, Boulevard Royal, L-2449 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 217.293.
[2] A newly formed company wholly owned by EQT VIII.
[3] The number of outstanding shares in Karo Pharma amounts to 161,867,792 shares. Outstanding shares are calculated as the total number of shares in Karo Pharma, amounting to 164,332,782 shares, less shares held by Karo Pharma, amounting to 2,464,990 shares.
[4] Prior to the announcement of the Offer, Karo Intressenter did not hold any shares, or any other financial instruments carrying a financial exposure equivalent to a shareholding, in Karo Pharma.