European Entertainment Intressenter BidCo AB holds approximately 97.1 percent of the shares in Cherry AB (publ) after the expiry of the extended acceptance period
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.
5 FEBRUARY 2019
On 18 December 2018, European Entertainment Intressenter BidCo AB (“EE Intressenter”), a company jointly controlled by a consortium consisting of Bridgepoint Advisers Limited acting as managers for and on behalf of the limited partnerships comprising the Bridgepoint Europe VI Fund (“Bridgepoint”), Prunus Avium Ltd, Klein Group AS, Audere Est Facere AS, Pontus Lindwall, Berkay Reyhan and Can Yilanlioglu (the “Consortium”), announced a recommended public cash offer to the shareholders in Cherry AB (publ) (“Cherry”), to tender all shares of series A and series B in Cherry not held by the Consortium to EE Intressenter at a price of SEK 87 per share (the “Offer”). On 29 January 2019, the Offer was declared unconditional.
At the end of the initial acceptance period on 23 January 2019, the Offer had been accepted by shareholders holding 45,425,416 shares, which corresponds to approximately 43.0 percent of the shares in Cherry, and at the end of the extended acceptance period, which expired on 1 February 2019, additional shareholders holding 7,115,512 shares, corresponding to approximately 6.7 percent of the shares in Cherry, had accepted the Offer. This means that the Offer has been accepted by shareholders holding an aggregate of 52,540,928 shares, representing approximately 49.7 percent of the total number of shares and 60.0 percent of the total number of votes in Cherry. Together with the 50,100,368 shares held by the members of the Consortium at the announcement of the Offer, EE Intressenter now holds 4,988,000 shares of series A and 97,653,296 shares of series B, representing approximately 97.1 percent of the total number of shares and 98.0 percent of the total number of votes in Cherry.
Settlement with respect to the shares tendered up to and including 17:00 (CET) on 1 February 2019 will commence today. EE Intressenter has decided to further extend the acceptance period to 17:00 (CET) on 8 February 2019 to allow remaining shareholders in Cherry to accept the Offer. Settlement with respect to the shares tendered after 17:00 (CET) on 1 February 2019, up to and including 17:00 (CET) on 8 February 2019, is expected to commence on or about 10 February 2019.
As previously announced, EE Intressenter intends to initiate a compulsory acquisition procedure under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) regarding the shares in Cherry that are not tendered in the Offer. 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 5 February 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
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.