Giant BidCo publishes a supplement to the offer document and announces that regulatory approvals have been received for the recommended public cash offer to the shareholders of Byggfakta
THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT. SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES” AT THE END OF THIS PRESS RELEASE.
Giant Sweden Bidco AB (“Giant BidCo”) has today published a supplement to the offer document for the public offer (the “Offer”) to the shareholders of Byggfakta Group Nordic HoldCo AB (publ) (“Byggfakta”) that was published on 25 January 2024 (the “Offer Document”). Giant BidCo also announces that it has now received approvals for the acquisition of Byggfakta under applicable foreign direct investment legislation in Australia.
Supplement to the Offer Document
Giant BidCo has prepared the supplement to the Offer Document (the “Supplement”) due to Giant BidCo’s press release on 2 April 2024 announcing an increase of the consideration in the Offer to SEK 52 in cash per share in Byggfakta and that the independent bid committee of the board of directors of Byggfakta on the same day announcing a statement according to which the bid committee unanimously recommends the shareholders of Byggfakta to accept the Offer. In addition to the increase of the consideration, Giant BidCo announced that Första AP-fonden and AMF (through AMF Aktiefond Småbolag and AMF Tjänstepension AB) have also undertaken to accept the Offer and an extension of the acceptance period until 18 April 2024 at 17:00 CEST.
The Supplement, which contains the press release from Giant BidCo and the recommendation from the independent bid committee of the board of directors of Byggfakta regarding the Offer, was approved and registered by the Swedish Financial Supervisory Authority today on 5 April 2024. The Supplement forms part of the Offer Document and must be read together with the Offer Document and the supplement to the Offer Document that was published on 7 February 2024. The Offer Document and the supplements are available on Giant BidCo’s website (https://www.giant-bidco.com/).
Regulatory approvals
Completion of the Offer is conditional upon, among other things, with respect to the Offer and the acquisition of Byggfakta, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms that, in Giant BidCo’s opinion, are acceptable. On 2 April 2024, Giant BidCo announced that approvals from the European Commission and the national competition authorities in China and Switzerland have been received. Giant BidCo can now announce that it has also received approvals under applicable foreign direct investment legislation in Australia.
Giant BidCo continues to reserve the right to waive, in whole or in part, one or more of the completion conditions in accordance with what is set out in Giant BidCo’s press release announcing the Offer on 5 January 2024 and the Offer Document.
Timetable
The acceptance period expires on 18 April 2024 at 17:00 CEST. Subject to Giant BidCo declaring the Offer unconditional on 19 April 2024, Giant BidCo expects to commence settlement of the consideration in the Offer on or around 2 May 2024 for those who have accepted the Offer not later than 18 April 2024 at 17:00 CEST.
Please note that custodians, nominees and other intermediaries through which shareholders in Byggfakta hold their shares may apply earlier deadlines for the acceptance of the Offer than 18 April 2024 at 17:00 CEST.
The information was submitted for publication on 5 April 2024 at 15:00 (CEST).
For enquiries, please contact:
Adam Makkonen, Giant BidCo
Phone: +46 70 316 63 75
Email: giant@fogelpartners.se
Information about the Offer is available at: www.giant-bidco.com.
For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.
Important information
The Offer is not being made to (and acceptance forms will not be accepted from or on behalf of) persons domiciled in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules), unless an exemption applies.
This press release, the Offer Document, the supplements to the Offer Document (the “Supplements”) and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa) in which the distribution of this press release, the Offer Document, the Supplements or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release, the Offer Document or the Supplements (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, Giant BidCo, Stirling Square, TA and Macquarie Capital disclaim any responsibility or liability for any violations of any such restrictions, and Giant BidCo reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.
Forward-looking statements
Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could 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 several factors, many of which are outside Giant BidCo’s, Stirling Square’s, TA’s and Macquarie Capital’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and none of Giant BidCo, Stirling Square, TA or Macquarie Capital have any obligation (and undertake no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued and outstanding shares of Byggfakta, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder, subject to the exemption provided by Rule 14d-1(c) under the Exchange Act for a Tier I tender offer (the “Tier I Exemption”), and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including with respect to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Byggfakta domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
Byggfakta’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with Swedish generally accepted accounting principles and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Byggfakta to whom an offer is made. Any information documents, including the Offer Document and the Supplements, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Byggfakta’s other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the Offer Price will be paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for Byggfakta’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Byggfakta and Giant BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Byggfakta’s shareholders may not be able to sue Byggfakta or Giant BidCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Byggfakta or Giant BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, Giant BidCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Giant BidCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Byggfakta outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Giant BidCo may also engage in ordinary course trading activities in securities of Byggfakta, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Giant BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.