Following the extended acceptance period Fenix Outdoor International AG (former Nidron Holding) controls 97 per cent of the shares in Fenix Outdoor..
..AB and further extends the acceptance period to Friday July 25, 2014
THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR PUBLISHED IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OF AMERICA. THE OFFER IS NOT BEING MADE TO (AND ACCEPTANCES WILL NOT BE ACCEPTED FROM) PERSONS IN THOSE COUNTRIES OR ELSEWHERE WHERE THEIR PARTICIPATION REQUIRES FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW.
Fenix Outdoor International AG (former Nidron Holding) (“Fenix Outdoor International”) announced on May 12, 2014 a public share offer to the owners of shares of series B in Fenix Outdoor AB (publ) (“Fenix” or the “Company”) to tender all outstanding shares of series B in Fenix to Fenix Outdoor International (the “Offer”). After the initial acceptance period, the Offer had been accepted by shareholders representing 4,107,041 shares of series B in Fenix. Together with the shares Martin Nordin, Stina von der Esch, Maja Cederwell, Philippa Nordin and Charlotte Nordin[1] transferred to Fenix International Outdoor in connection with the completion of the Offer, Fenix Outdoor International controlled shares corresponding to approximately 93.1 per cent of the capital and approximately 97.4 per cent of the votes in Fenix. Since all conditions were fulfilled, the Offer was declared unconditional.
In order to enable shareholders in Fenix, who had not yet accepted the Offer, the opportunity to participate in the Offer, the acceptance period was extended until July 4, 2014. During the extended acceptance period, the Offer was accepted by shareholders representing 510,575 shares of series B, corresponding to approximately 3.8 per cent of the capital and approximately 1.5 per cent of the votes in Fenix.
Following the extended acceptance period, Fenix Outdoor International controls 2,400,000 shares of series A and 10,469,185 shares of series B in Fenix, corresponding to approximately 97.0 per cent of the capital and approximately 98.8 per cent of the votes in Fenix.
First day of trading in Fenix Outdoor International AG’s shares of series B on NASDAQ OMX Stockholm was June 26, 2014 and last day of trading in Fenix Outdoor AB’s shares of series B was July 4, 2014.
In order to enable shareholders, who have not yet accepted the Offer, the opportunity to participate in the Offer, the acceptance period is further extended until 5 pm (CET) on July 25, 2014. As Fenix Outdoor International holds over 90 per cent of the shares in Fenix, Fenix Outdoor International intends, as soon as it is appropriate, initiate a compulsory acquisition procedure to acquire the remaining shares in Fenix.
Settlement date for those who have accepted the Offer during the extended acceptance period is expected to commence on or about July 15, 2014. For those who accept the Offer during the further extended acceptance period, settlement is expected to commence on or about August 5, 2014.
Further information
For further information, please contact: Martin Nordin, phone: +41 79 799 27 58 or visit www.nidronholding.se or www.fenixoutdoor.se. The offer document relating to the public share offer is available (only in Swedish) on Fenix Outdoor International’s website www.nidronholding.se and on Handelsbanken’s website www.handelsbanken.se/investeringserbjudande.
The information in this press release was submitted for publication on July 9, 2014 at 8.30 a.m. (CET).
IMPORTANT NOTICE
The Offer is not being made (nor will any acceptance from shareholders or from others on behalf of shareholders) in any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be made in compliance with the laws and regulations of such jurisdiction or where the completion or acceptance of the Offer requires further documentation, filings or other measures in addition to those required under Swedish law, except where there is an applicable exemption. The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, e-mail, telex, telephone and the Internet) in or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or the United States, and the Offer cannot be accepted in or from Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or the United States. As a result, this announcement, the offer document, the acceptance form and other documentation relating to the Offer will not, and may not, be sent by mail or in any other way be distributed, forwarded or transmitted to, from or within Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or the United States. Fenix Outdoor International will not pay any consideration pursuant to the Offer to, or accept acceptance forms from, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or the United States.
The shares in Fenix Outdoor International have not been, and will not be, registered under the United States Securities Act 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless such registration under the Securities Act is made, or an exemption from such registration is available.
This press release has been published in Swedish and English. In the event that there are any differences between the language versions, the Swedish language version shall prevail.
[1] In total 100,000 shares of series A and 576,500 shares of series B, corresponding to approximately 5.1 per cent of the capital and approximately 4.5 per cent of the votes.
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