François-Charles Oberthur announces a cash offer to the holders of shares and listed warrants of Rolling Optics

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 or warrants be accepted from or on behalf of shareholders or warrant holders in, the United States, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. Other restrictions apply. Please see “Important notice” at the end of this press release.

Press release

16 January 2023

François-Charles Oberthur SAS (“FCO” or the “Bidder”), announces a cash offer to the holders of ordinary shares (the “Shares”), preference shares (the “Preference Shares”), and warrants of series TO2 (the “Warrants”) of Rolling Optics Holding AB (publ) (“Rolling Optics” or the “Company”) to tender all their Shares to the Bidder at a price of SEK 0.75 per Share, all their Preference Shares at a price of SEK 2.97 per Preference Share and all their Warrants at a price of SEK 0.225 per Warrant (the “Offer”). The Shares and the Warrants are admitted to trading on Nasdaq First North Growth Market.

The Offer in brief

The Bidder offers:

1. SEK 0.75 for each Share (the “Offer Price”). The Offer Price represents a premium of approximately:

• • 188 percent compared to the closing price of SEK 0.260 for Rolling Optics’ Share on Nasdaq First North Growth Market on 13 January 2023, which was the last trading day prior to the announcement of the Offer;

• • 171 percent compared to the volume-weighted average share price of Rolling Optics’ Share on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer; and

• • 175 percent compared to the volume-weighted average share price of Rolling Optics’ Share on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer.

2. SEK 2.97 for each Preference Share, corresponding to the redemption amount reserved by the Company in accordance with the Company’s interim report for the period January to September 2022, calculated in accordance with the terms of the Preference Shares, and

3. SEK 0.225 for each Warrant, which corresponds to the “see-through value”, calculated on the basis of the Offer Price in accordance with the terms of the Warrants.

The total value of the Offer amounts to approximately SEK 189 million.

The acceptance period for the Offer is expected to commence around 17 January 2023 and expire around 7 February 2023. Settlement is expected to take place around 14 February 2023. 

Commenting on the Offer, CEO of François-Charles Oberthur SAS, Thomas Savare, said:

“Our vision is to carry on investing in world class security technologies. We are well aware of the long-term view, and the high resources required to develop and promote such a disruptive technology towards end customers. We wish to have, as a shareholder-to-be, the opportunity to contribute to Rolling Optics’ progress, providing financial resources and industry expertise. FCO’s Offer comes at an attractive premium and provides Rolling Optics’ shareholders the opportunity to receive their consideration in cash in a timely manner. “

Background to and reasons for the Offer

Rolling Optics was founded in 2005 and develops, designs, produces, and markets products within visual authentication based on proprietary and patented technology within micro-optics. The visual 3D-material confers a high degree of security for authentication of products and packaging to protect brands against counterfeiting. In 2021, a strategic decision was made by the board of directors to increase the Company’s focus on High Security, i.e. integrating its technology in banknotes, identification documents, and other valuable documents to increase their security.

FCO is a holding company, in particular invested in the banknote industry. Since 1842, it stands as an expert in the entire Security Documents production process. The Bidder’s know-how and expertise, coupled with integrity and trust, have long been recognized by Central Banks and Governments across the world. 

The Bidder has been following Rolling Optics’ progress with considerable interest and is impressed with the technology as well as with Rolling Optics’ management team as to what they have achieved to date. Rolling Optics’ strategy and focus on High Security and Brand Security are complementary to the Bidder’s Group in many ways. 

The Bidder considers that the development of Rolling Optics’ technology will require additional financial resources. The Offer would put FCO in a position to secure financial resources needed to achieve the long-term vision for Rolling Optics. Thanks to its solid balance sheet, FCO is eager to financially support the Company for its R&D and capital expenditures requirements.

The Bidder believes that the Offer, while creating a compelling liquidity opportunity for existing shareholders with a significant premium, would eventually allow to realize the long term potential of Rolling Optics’ innovative technology.

Management and employees

The Bidder holds the utmost respect and regard for the Company’s management and employees and considers them to be an important asset for Rolling Optics going forward. Completion of the Offer is not expected to entail any significant changes regarding the Company’s employees and management (including terms of employment) nor for the existing organization and operations, including effects on the employment rate and the sites where the Company currently conducts business.

The Offer

The Bidder offers:

1. SEK 0.75 per Share.[1] The Offer Price represents a premium of approximately:

• • 188 percent compared to the closing price of SEK 0.260 for Rolling Optics’ Share on Nasdaq First North Growth Market on 13 January 2023, which was the last trading day prior to the announcement of the Offer;

• • 171 percent compared to the volume-weighted average share price of Rolling Optics’ Share on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer; and

• • 175 percent compared to the volume-weighted average share price of Rolling Optics’ Share on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer.

2. SEK 2.97 per Preference Share, corresponding to the redemption amount reserved by the Company in accordance with the Company’s interim report for the period January to September 2022, calculated in accordance with the terms of the Preference Shares,[2] and

3. SEK 0.225 per Warrant, which corresponds to the “see-through value” calculated on the basis of the Offer Price in accordance with the terms of the Warrants.[3]

The total value of the Offer amounts to approximately SEK 189 million.[4]

No commission will be charged in connection with the Offer.

The Bidder’s shareholding in Rolling Optics

Neither the Bidder nor any closely related companies or closely related parties own any shares or other financial instruments in Rolling Optics that give financial exposure to Rolling Optics shares at the time of this announcement, nor has the Bidder acquired or agreed to acquire any Rolling Optics shares or any financial instruments that give financial exposure to Rolling Optics shares during the six months preceding the announcement of the Offer.

The Bidder may acquire, or enter into agreements to acquire, Shares in Rolling Optics (or any securities that are convertible into, exchangeable for or exercisable for such Shares) outside the Offer, but in any event, at a price per Share not exceeding the Offer Price. Any acquisitions made or agreed will be in accordance with Swedish law and the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.

Conditions to the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that the Bidder becomes the owner of Shares representing more than 50 percent of the total number of Shares in Rolling Optics (on a fully diluted basis);

2. with respect to the Offer and the acquisition of Rolling Optics, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, in each case on terms which, in the Bidder’s opinion, are acceptable;

3. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Rolling Optics’ financial position or operation, including Rolling Optics’ sales, results, liquidity, equity ratio, equity or assets;

4. neither the Offer nor the acquisition of Rolling Optics being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;

5. Rolling Optics not taking any action that is likely to impair the prerequisites for making or completing the Offer;

6. no information made public by Rolling Optics (or in any other way disclosed by Rolling Optics to the Bidder) being materially inaccurate, incomplete or misleading, and Rolling Optics having made public all information which should have been made public; and

7. no other party announcing an offer to acquire Shares in Rolling Optics on terms that are more favorable to the shareholders of Rolling Optics than the Offer.

The Bidder reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions ii-vii, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to the Bidder’s acquisition of Rolling Optics or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden). The Bidder reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition i above, to complete the Offer at a lower level of acceptance.

Financing

The Offer is not subject to any financing condition. The Offer is fully financed by funds available to the Bidder.

Treatment of holders of warrants, series TO1

In addition to the Warrants, certain employees hold warrants in Rolling Optics issued within the Company's incentive program, series TO1 (the “Employee Warrants”). The Employee Warrants are not included in the Offer. However, the Bidder will procure that the owners of Employee Warrants in Rolling Optics will receive reasonable treatment. The Bidder will further support the establishment of continuous incentives to the Company’s management following completion of the Offer.

The Bidder in brief

François-Charles Oberthur SAS is a holding company (Reg. No. 479 292 559, domiciled in France) of a highly diversified group. Historically invested in the fiduciary industry, FCO controls several companies in this sector among which Oberthur Fiduciaire SAS (www.oberthur-fiduciaire.com), Oberthur Solutions (www.solutions.oberthur-fiduciaire.com) and VHP Security Papers BV (www.vhpsp.com). The company is headquartered in Paris, with entities in France, Bulgaria and the Netherlands.

Rolling Optics in brief

Rolling Optics was founded in 2005 with solid technical background from research at the Ångström Laboratory at Uppsala University, Sweden. Rolling Optics’ patented and in-house developed technology within the micro-optical field enables an incredible and crystal-clear 3D effect which is virtually impossible to copy. Today, Rolling Optics supplies one of the most secure visual anti-counterfeit solutions in the world. Rolling Optics operates in two principal areas: Brand Security – protecting companies and brands from counterfeits. High Security – including bank notes, ID cards and passports.

Preliminary timetable

Publication of the offer document                          17 January 2023

Acceptance period                                                 17 January 2023 – 7 February 2023

Commencement of settlement                               14 February 2023

The Bidder reserves the right to extend the acceptance period for the Offer and to postpone the settlement date.

It is the Bidder’s assessment that the transaction does not require any approvals from authorities.

Compulsory acquisition and delisting

In the event that the Bidder, whether in connection with the Offer or otherwise, becomes the owner of shares representing more than 90 percent of the shares in Rolling Optics, the Bidder intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares and warrants in Rolling Optics. In connection therewith, the Bidder intends to promote a delisting of the Company’s Shares and Warrants from Nasdaq First North Growth Market.  

Applicable law and disputes

The Offer, as well as any agreements entered into between the Bidder, the shareholders and the warrant holders of Rolling Optics as a result of the Offer, shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules, and the Swedish Securities Council’s rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.

Advisers

The Bidder has retained Erneholm Haskel AB as financial adviser and Advokatfirman Vinge as legal adviser.

###

All information regarding the Offer is available on the following website: www.fcoro.com.

Further information

Emelie Brämming

Email: emelie.braemming@kekstcnc.com

Phone: +46 737 18 51 51

This press release was submitted for publication on 16 January 2023 at 08:30 CET.

Important notice

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Bidder disclaims any responsibility or liability for the violations of any such restrictions by any person.

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 or warrants be accepted from or on behalf of shareholders or warrant holders in, the United States, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. Shareholders or warrant holders not resident in Sweden who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences.

The Offer and the information, and documentation made available through this press release have not been prepared by, and not approved by, an "authorized person" as referred to in Section 21 of the UK Financial Services and Markets Act 2000 ("FSMA"). Accordingly, the information and documents made available through this press release may not be distributed to, or forwarded to, the public in the UK. Dissemination of information and documents made available through this press release is exempt from the restrictions on financial marketing in Article 21 of the FSMA on the basis that it is a communication by or on behalf of a legal person relating to a transaction for the acquisition of the day-to-day control of the business of the legal entity, or to acquire 50 percent or more of the voting shares in a legal entity, in accordance with Article 62 of the FSMA (Financial Promotion Order 2005).

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 the Bidder and Rolling Optics. Any such forward-looking statements speak only as of the date on which they are made, and the Bidder has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.