François-Charles Oberthur controls 68.9 percent of the shares in Rolling Optics after a successful offer
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 February 2023
On 16 January 2023, François-Charles Oberthur SAS (“FCO” or the “Bidder”) announced 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”) 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, on certain conditions, including the Bidder becoming the owner of Shares representing more than 50 percent of the total number of Shares. On 23 January 2023 FCO announced that the price in the offer was increased to SEK 1.0 per Share and SEK 0.3 per Warrant (the “Offer”). The Offer was declared unconditional through a press release on 31 January 2023. FCO announced through a press release on 8 February 2023 that the acceptance period was extended to 15 February 2023.
At the end of the extended acceptance period on 15 February 2023, the Offer had been accepted by shareholders and warrant holders holding a total of 64,620,965 Shares, 6,823,565 Preference Shares and 4,058,456 Warrants in Rolling Optics, corresponding to approximately 34.9 percent of the total number of shares and 34.1 percent of the total number of votes in Rolling Optics. In addition, since the announcement of the Offer, the Bidder has acquired 63,728,828 Shares, 5,610,742 Preference Shares and 6,393,559 Warrants in Rolling Optics at prices not exceeding the price in the Offer. As a result, the Bidder controls a total of 128,349,793 Shares, 12,434,307 Preference Shares and 10,452,015 Warrants, corresponding to approximately 68.9 percent of the total number of shares and 67.7 percent of the total number of votes in Rolling Optics; confirming the success of the transaction.
Payment of consideration for instruments tendered in the Offer during the extended acceptance period is expected to commence on or about 22 February 2023. FCO has decided not to extend the acceptance period any further.
Advisers
The Bidder has retained Erneholm Haskel AB as financial adviser and Advokatfirman Vinge as legal adviser.
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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 February 2023 at 17:45 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.