European Entertainment Intressenter BidCo AB has received competition clearance for the recommended public cash offer to the shareholders in Cherry AB and declares the 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.
PRESS RELEASE
29 JANUARY 2019
As was announced on 25 January 2019, European Entertainment Intressenter BidCo AB’s (“EE Intressenter”) recommended public cash offer (the “Offer”) to the shareholders in Cherry AB (publ) (“Cherry”) on 23 January 2019 had been accepted by shareholders holding approximately 43.0 percent of the shares in Cherry. These shares, together with the shares held by the members of the consortium controlling EE Intressenter, correspond to approximately 90.4 percent of all the shares and 93.3 percent of all the voting rights in Cherry. Furthermore, on 25 January 2019 EE Intressenter extended the acceptance period for the Offer to 17:00 (CET) on 1 February 2019, in order to obtain the necessary competition clearance in Austria and to give the remaining shareholders in Cherry further opportunity to accept the Offer. It was also announced that EE Intressenter had decided to no longer reserve the right to waive the condition regarding competition clearance, which was then the only outstanding condition for completion of the Offer.
EE Intressenter has received the unconditional competition clearance from the Austrian Federal Competition Authority. Accordingly, all conditions for completion of the Offer have been satisfied. As previously announced, the extended acceptance period expires on 1 February 2019 and settlement with respect to acceptances received during both the initial and the extended acceptance period is expected to commence on or about 4 February 2019. EE Intressenter expects to announce the level of acceptance post the expiration of the extended acceptance period on or about 4 February 2019. Any further extension of the acceptance period will be communicated in connection therewith.
Since EE Intressenter controls more than 90 percent of the shares in Cherry, EE Intressenter intends to initiate a compulsory acquisition procedure under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) regarding the remaining shares in Cherry. In connection therewith, EE Intressenter intends to promote a delisting of the shares of series B in Cherry from Nasdaq Stockholm.
The information in this press release has been published by European Entertainment Intressenter BidCo AB in accordance with the Takeover Rules. The press release was submitted for publication on 29 January 2019 at 08:00 (CET).
For additional information, please contact:
For additional information about the Offer, please see: www.europeanentertainment.se and www.sebgroup.com/prospectuses.
For media enquiries, please contact: James Murray
Telephone: +44 (0) 20 7034 3555
Email: james.murray@bridgepoint.eu
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 EE 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. EE 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 EE Intressenter and Cherry.