GBO announces final outcome in the offer for Vigmed
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, New Zealand, South Africa or the United States or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. 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 notice” at the end of this announcement and in the tender offer document which has been published on GBO's website for the Offer (www.gbo-vigmed.se/en/).
On 27 February 2017, Greiner Bio-One GmbH ("GBO") announced a recommended public offer to the shareholders of Vigmed Holding AB (publ) ("Vigmed") to tender all shares in Vigmed to GBO (the "Offer") for a consideration of SEK 1.00 in cash per share. On 13 April 2017, the Offer consideration was increased to SEK 1.20 in cash per share. On 3 May 2017, GBO declared the Offer unconditional and that the Offer will be completed. The acceptance period expired on 17 May 2017 and, as previously communicated, the acceptance period will not be extended.
The shares tendered in the Offer, together with shares that GBO has acquired outside the Offer and the newly issued shares that GBO has subscribed in a directed share issue, amount to in aggregate 61,709,589 shares in Vigmed, corresponding to 84.47 percent of the total number of outstanding shares and votes in Vigmed.
At the end of the acceptance period on 17 May 2017, the Offer had been accepted by shareholders representing in total 48,009,383 shares in Vigmed, corresponding to 65.72 percent of the total number of outstanding shares and votes in Vigmed (which would correspond to 73.02 percent of the total number of outstanding shares and votes in Vigmed prior to Vigmed's directed share issue announced on 8 May 2017).
GBO has outside the Offer acquired in total 6,394,651 shares in Vigmed, corresponding to 8.75 percent of the total number of outstanding shares and votes in Vigmed. None of these shares have been acquired at a price which exceeds the consideration in the Offer.
As a part of supporting Vigmed's need of a capital, GBO has on 7 May 2017 participated in a directed share issue in Vigmed, where GBO subscribed 7,305,555 new shares at a subscription price of SEK 1.10 in cash per share. For further information about the directed share issue, please refer to the press release published by Vigmed on 8 May 2017.
Settlement in respect of shares in Vigmed duly tendered in the Offer during the last extension of the acceptance period is expected to be initiated on or about 25 May 2017.
Other than the shares in Vigmed acquired as set out above, GBO does not currently own or control any shares or financial instruments that provide a financial exposure equivalent to a holding of shares in Vigmed.
GBO might acquire additional shares in Vigmed on the market or through private transactions.
"We are pleased to conclude that a significant majority of the shareholders of Vigmed have appreciated GBO's offer and already sold their shares to GBO. As a long-term shareholder GBO is now ready to engage in the challenge of developing Vigmed's business and product portfolio, including to support Vigmed in the significant capital injections that will be required to satisfy Vigmed's need of liquidity in order to realize its long-term prospects", said Rainer Perneker, CEO of the Greiner Bio-One group.
Greiner Bio-One GmbH
For additional information, please contact:
Georg Heftberger, Chief Financial Officer, Greiner Bio-One GmbH, tel. +43 664 8841 0683
Eric Tapper, Hallvarsson & Halvarsson, tel. +46 8 407 21 80
For information and documentation regarding the Offer, please visit: www.gbo-vigmed.se/en/
This press release was submitted for publication on 22 May 2017 at 8:00 a.m. CEST.