Statement from the Board of Directors of Jetpak Top Holding AB (publ) regarding the increased mandatory offer from Pak Logistik Intressenter AB

This statement is made by the Board of Directors of Jetpak Top Holding AB (publ) (”Jetpak” or the ”Company”) pursuant to section II.19 of the Takeover rules for certain trading platforms adopted by the the Stock Market Self-Regulation Committee issued on 1 January 2024 (the “Takeover Rules”).

Background

On 7 June 2024, Pak Logistik Intressenter AB (“Pak Logistik Intressenter”) submitted a public cash offer to the shareholders in Jetpak to tender all their shares in Jetpak at SEK 93.32 per share (the “Mandatory Offer”). On 19 June 2024, Notalp Logistik AB (name changed from Goldcup 35626 AB) (”Notalp Logistik” or ”BidCo”)[1] announced a voluntary cash offer to the shareholders of Jetpak to tender all their shares in Jetpak at an offer price in cash of SEK 98.00 per share (the ”Voluntary Offer”), which on 6 September 2024 was increased to SEK 104.50 in cash per share. On 13 September 2024, the Board of Directors of Jetpak issued a statement regarding the increased Voluntary Offer where the Board of Directors, based on inter alia the independent fairness opinion from Deloitte AB (“Deloitte”), recommended the shareholders of Jetpak to accept the Voluntary Offer.

In light of the Voluntary Offer being declared unconditional on 23 September 2024, Pak Logistik Intressenter has announced that the offer price in the Mandatory Offer has been increased to the same offer price as in the increased Voluntary Offer of SEK 104.50 in cash per share.
Shares in tendered in the Mandatory Offer will be contributed to Notalp Logistik.

Statement from the Board of Directors regarding the increased Mandatory Offer

On 13 September 2024, the Board of Directors announced its recommendation to the shareholders of Jetpak to accept the increased Voluntary Offer of SEK 104.50 per share in light of, among other things, the independent fairness opinion from Deloitte that the offer was fair from a financial point of view. For the reasons included in the Board of Directors’ recommendation regarding the increased Voluntary Offer, the Board of Directors recommend the Company’s shareholders who have not accepted the Voluntary Offer to accept the increased Mandatory Offer.

Shareholders who have already tendered their shares in Jetpak at SEK 93.32 in cash per share will automatically benefit from the Increased Mandatory Offer Price of SEK 104.50 in cash per share.

Isabel Hummel is the Chair of the Board of Directors of Tuna Holding, a member of the Consortium, and is a member of the Board of Directors of Jetpak since the annual general meeting held on 11 June 2024. Consequently, Isabel Hummel has a conflict of interest pursuant to section II.18 of the Takeover Rules. In accordance with the Takeover Rules, Isabel Hummel has therefore not participated, and will not participate, in Jetpak’s handling of or decisions regarding the Mandatory Offer.
 

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This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts. This statement has been made in a Swedish and English version.
In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.

For more information, please contact:

Håkan Mattisson, CFO

Phone: +46 8 5558 52 20

e-mail: ir@jetpak.se
 

About Jetpak

Jetpak is a logistic group represented in more than 170 locations around the Nordic region and in Europe. Jetpak has a unique and flexible customer offering based on having access to normally approximately 4,000 daily flight departures, in combination with a comprehensive distribution network with more than 950 delivery vehicles. This is something that makes it possible for Jetpak to deliver the fastest and most comprehensive 24/7/365 same-day logistic service to the market. This can be further supplemented by a unique customized next-day service for systemized transports.

Segment wise, Jetpak has its business divided into one Express Air segment, where the customers' fast logistic needs have been solved by an air-based solution, and into one Express Road segment, where the customers' logistic needs have been solved by a land-based courier transport solution.

The group's parent company, Jetpak Top Holding AB (publ), is listed on Nasdaq First North Premier Growth Market in Stockholm, Sweden. The Company’s certified adviser is FNCA Sweden AB.