FINAL OUTCOME OF EQT VII’S MANDATORY CASH OFFER TO THE SHAREHOLDERS IN IFS
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 be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.
Press release
9 February 2016
EQT VII[1] (”EQT”), through IGT Holding IV AB[2] (”IGT Holding”), on 7 December 2015 announced a mandatory cash offer (the “Offer”) to the shareholders in Industrial and Financial Systems, IFS Aktiebolag (publ) (”IFS” or the “Company”) to acquire all outstanding A- and B-shares in IFS at a price of SEK 362.50 per share, regardless of share class.
The Offer is now closed. After the end of the extended acceptance period, IGT Holding holds in total 20,572,589 shares in IFS (of which 996,505 are A-shares and 19,576,084 are B-shares), corresponding to approximately 87.38 per cent of the total number of votes and 83.82 per cent of the total number of shares in the Company. [3] IGT Holding may acquire additional shares in IFS on the market.
On 26 January 2016, it was announced that IGT Holding held 86.91 per cent of the total number of votes and 83.20 per cent of the total number of shares in IFS and that the acceptance period was extended to 5 February 2016. During the extended acceptance period, 157,554 shares (of which 828 are A-shares and 156,726 are B-shares) have been tendered in the Offer, corresponding to approximately 0.49 per cent of the total number of votes and 0.64 per cent of the total number of shares in IFS. Since the mandatory bid threshold was passed on 30 November 2015, IGT Holding has acquired in total 3,514,208 shares in IFS outside the Offer (of which 112,736 are A-shares and 3,401,472 are B-shares), corresponding to approximately 13.40 per cent of the total number of votes and 14.32 per cent of the total number of shares in the Company.3
Settlement for those shareholders who have accepted the Offer during the extended acceptance period is expected to be initiated on 11 February 2016.
IFS has issued warrants to employees under incentive programmes. The warrants were not included in the Offer. Instead, IGT Holding has now, outside the Offer, in accordance with Nasdaq Stockholm’s Takeover Rules, offered the holders of warrants a cash consideration per warrant corresponding to the price in the Offer, SEK 362.50, minus the strike price per warrant.
For additional information, please contact:
For more information about the Offer, please see: www.eqtinfo.se
For media enquiries, please contact:
Kerstin Danasten, EQT
Telephone: +46 8 506 55 34
Mobile: +46 766 414290
Email: kerstin.danasten@eqt.se
For urgent enquiries: press@eqt.se
This information was submitted for publication on 9 February 2016 at 8.30 (CET)
Important information
The Offer is not being made to persons whose participation in the Offer requires that any 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 documentation relating to the Offer 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 IGT Holding. 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, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America. IGT Holding will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America.
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 IGT Holding and IFS.
[1] EQT VII comprises EQT VII (No.1) Limited Partnership, EQT VII (No.2) Limited Partnership (together the “Partnerships”) as well as certain co-investment schemes established to invest alongside the Partnerships. EQT Services (UK) Limited acts as the manager of the Partnerships and certain of the schemes, and is authorized and regulated by the United Kingdom Financial Conduct Authority.
[2] A newly formed company indirectly wholly owned by EQT.
[3] Based on the total number of shares in the Company, excluding the 426,600 B-shares held by the Company.