Offer document regarding EQT VIII’s public cash offer through Karo Intressenter AB to the shareholders in Karo Pharma Aktiebolag made public
PRESS RELEASE
12 NOVEMBER 2018
Offer document regarding EQT VIII’s public cash offer through Karo Intressenter AB to the shareholders in Karo Pharma Aktiebolag made public
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”). The shares in Karo Pharma are listed on Nasdaq Stockholm under the ticker “KARO”.
The Swedish language offer document relating to the Offer has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The offer document is available in Swedish and English on www.eqtpartners.com/EQTVIIIbid and www.sebgroup.com/prospectuses, and will be distributed to shareholders in Karo Pharma whose shares were directly registered with Euroclear Sweden AB on 9 November 2018.
The acceptance period under the Offer begins on 13 November 2018 and ends on 10 December 2018. Settlement is expected to begin on or around 18 December 2018.
Karo Intressenter reserves the right to extend the acceptance period for the Offer, as well as the right to postpone the settlement date.
Advisors
SEB Corporate Finance is financial advisor and White & Case is legal advisor to EQT VIII and to Karo Intressenter in connection with the Offer.
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 12 November 2018 at 19.30 (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, under name change from Fund VIII Swe Bidco AB.