G2 Acquisition Inc. completes the public takeover offer to the shareholders and holders or warrants of series TO1 in ZignSec AB (publ)
Press release
8 November 2024
On 4 September 2024, G2 Acquisition Inc. ("Offeror") announced a public takeover offer to the shareholders of ZignSec AB (publ) ("ZignSec") to acquire all outstanding shares in ZignSec at a price of SEK 1.38 in cash per share and SEK 1.13 in cash per warrant of series TO1 ("Offer"). The Offeror decided, after the initial acceptance period, to extend the acceptance period to 6 November 2024. The acceptance period has expired. As of 6 November 2024, the Offer has been accepted by holders of 195,473,803 shares, corresponding to approximately 94.6 percent of the total number of shares and votes in ZignSec and by holders of 15,718,000 warrants of series TO1 corresponding to 100 percent of the outstanding warrants of series TO1. The Offeror has decided to complete the Offer and declare the Offer unconditional. The Offeror has also decided to further extend the acceptance period to 22 November 2024 to give shareholders who have yet to accept the Offer an opportunity to do so.
Outcome of the Offer
As of 6 November 2024, the Offer has been accepted by holders of 195,473,803 shares, corresponding to 94.6 percent of the total number of shares and votes in ZignSec and by holders of 15,718,000 warrants of series TO1 corresponding to 100 percent of the outstanding warrants of series TO1.
At the time of announcement of the Offer, the Offeror did not own any shares in ZignSec and has not acquired any shares in ZignSec outside of the Offer. The Offeror does not hold any other financial instruments that provide financial exposure to ZignSec’s shares.
Completion of the Offer
Based on the number of acceptances in the Offer, the Offeror considers that all conditions for completion of the Offer have been fulfilled. The Offeror has thus decided to complete the Offer and declares the Offer unconditional.
As the Offer is now unconditional, the shareholders of ZignSec who have accepted the Offer have no right to withdraw their acceptance.
The Offeror reserves the right to acquire or agree to acquire shares in ZignSec, including acquisitions in the market at prevailing prices or acquisitions through private transactions at negotiated prices. Where applicable, any such acquisition will be conducted and disclosed in accordance with applicable laws and regulations (including the Takeover Rules for certain trading platforms).
Payment of consideration for shares tendered in connection with the Offer as of 6 November 2024 is expected to commence on or around 14 November 2024.
Extension of the acceptance period
To give shareholders who have yet to accept the Offer an additional opportunity to do so, the acceptance period is extended to 15.00 (CET) on 22 November 2024.
Payment of consideration for shares tendered in connection with the Offer during the extended acceptance period expiring on 22 November 2024 is expected to commence on or around 2 December 2024. As the Offer is now unconditional, shareholders who have accepted the Offer, or who accept the Offer during the extended acceptance period, do not have the right to withdraw their acceptance.
Redemption and delisting of ZignSec
Because the Offeror holds more than 90 percent of the shares in ZignSec, the Offeror intends to initiate a compulsory redemption procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire the remaining shares in ZignSec. In connection with such a redemption procedure, the Offeror intends to support a delisting of the shares in ZignSec from Nasdaq First North Growth Market.
The information was submitted for publication on 8 November 2024 at 08:00 (CET).
For information about the Offer, please visit:
https://g2risksolutions.com/zignsec-public-offer
For further information, please contact:
Irina Krasik, Managing Director
Stellex Capital Management LP
+1 212-710-2325
Important information
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an 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 related Offer documentation 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 G2RS. 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 and will not be made, directly or indirectly, within or into, by mail or any other means or instrumentality of communication, whether interstate or foreign, or through the facilities of national securities exchanges, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States of America. This includes, but is not limited to, facsimile, e-mail, telex, telephone and internet or other forms of electronic transmission. The Offer cannot be accepted and shares cannot be transferred in the Offer in any such manner or by any such means or instrumentality of communication within or from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States or by persons in or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States. Accordingly, this press release and any other documentation relating to the Offer will not be and should not be mailed, otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States or to any person from, in or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States.
Any attempted transfer of shares in the Offer resulting directly or indirectly from a violation of these restrictions is void and any attempted transfer of shares by a person located in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States or by an agent, nominee or other intermediary acting on a non-discretionary basis for a principal giving instructions within or from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States is void and will not be accepted. Each person holding shares and participating in the Offer will certify that they are not from, in or participating in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States and that they are not acting on a non-discretionary basis on behalf of a principal who is from, in or giving an instruction to participate in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States. G2RS will not provide any consideration under the Offer to Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States. Banks, brokers, dealers and other institutions holding nominee-registered shares for persons in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States must not forward this press release, or any other documents relating to the Offer, to such persons. In this section, "United States" means the United States of America (its territories and possessions, all states of the United States and the District of Columbia).
The offer, information and documentation made available by this offer document have not been prepared by, and have not been approved by, an "authorized person" within the meaning of section 21 of the UK Financial Services and Market Act 2000 ("FSMA"). Accordingly, the information and documents made available by this offer document may not be distributed in, or passed on to, the public in the United Kingdom, unless an exemption applies. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in regulation 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of a body corporate's business, or to acquire 50 percent or more of the voting shares in a body corporate, within the meaning of Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Notwithstanding the foregoing, G2RS reserves the right to permit the Offer to be accepted by persons who are not in or resident in Sweden if G2RS, in its sole discretion, determines that such transaction can be completed in compliance with applicable laws and regulations.
The G2RS or its brokers may acquire or contract to acquire shares in ZignSec, directly or indirectly, in addition to the Offer, before, during or after the acceptance period to the extent permitted by applicable laws and regulations. This also applies to other securities that are directly convertible into, exchangeable for or redeemable for shares in G2RS, such as warrants. Such purchases may be made through a marketplace at market prices or outside a marketplace at negotiated prices. Information on such purchases will be made public in accordance with applicable laws and regulations in Sweden.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as 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", "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. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of G2RS. Any such forward-looking statements speak only as of the date on which they were made and G2RS 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.