Aplite announces outcome of the mandatory cash offer: Aplite now holds 94.12 percent of the shares in Radisson AB
THE OFFER REFERRED TO IN THIS PRESS RELEASE IS NOT BEING MADE, WHETHER DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE THE OFFER, ACCORDING TO APPLICABLE LAWS AND REGULATIONS WOULD BE PROHIBITED. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN ANY JURISDICTION WHERE ACCEPTANCE OF THE OFFER WOULD REQUIRE FURTHER DOCUMENTATION, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED PURSUANT TO SWEDISH LAW.
SHAREHOLDERS IN THE UNITED STATES SHOULD REFER TO THE SECTION TITLED "IMPORTANT INFORMATION FOR U.S. SHAREHOLDERS" AT THE END OF THIS PRESS RELEASE.
On 11 December 2018, the Jinjiang International Holdings Co., Ltd. ("Jinjiang") led international consortium, including SINO-CEE Fund (the "Consortium"), through Aplite Holdings AB ("Aplite"), announced a mandatory cash tender offer to the shareholders in Radisson Hospitality AB (publ) ("Radisson AB") to acquire all shares which Aplite does not already own for SEK 40.00 in cash per share.
On 4 January 2019, Aplite announced that it increased the offer price by SEK 2.50 to a total of SEK 42.50[1] in cash per share (the "Offer"). It was further announced that the offer price of SEK 42.50 is the best and final price from Aplite.
Aplite today announce the outcome of the Offer.
Outcome of the Offer
At the end of the acceptance period on 4 February 2019, the Offer had been accepted by shareholders representing a total of 76,581,841 shares in Radisson AB, corresponding to approximately 43.91 percent of all shares and votes in the Radisson AB.
At the time of the announcement of the Offer, Aplite had acquired a total of 87,552,187 shares, corresponding to 50.21 percent of the shares and votes in Radisson AB.[2] Aplite has since the announcement of the Offer not acquired any additional shares in Radisson AB outside the Offer.
This means that together with the acceptances received in the Offer, Aplite holds a total of 164,134,028 shares, corresponding to 94.12 percent of the shares and votes in Radisson AB.[3]
Neither Aplite nor the Consortium holds any other financial instruments that provide financial exposure to the shares in Radisson AB.
Settlement, squeeze-out procedure and de-listing
Settlement regarding the shares, for which acceptances have been received by 4 February 2019, will commence on or around 7 February 2019.
Since Aplite, following the Offer, holds more than 90 percent of the shares in Radisson AB, Aplite intends to commence a squeeze-out procedure under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Radisson AB.
Aplite also intends to request that the board of directors of Radisson AB applies for de-listing of Radisson AB's shares from Nasdaq Stockholm.
Advisors
Lazard is acting as financial adviser, Baker & McKenzie Advokatbyrå KB as legal adviser, PwC as accounting adviser and Pareto Securities AB and Aktieinvest FK AB as settlement agent to Aplite and the Consortium in connection with the Offer.
Questions about the Offer
For additional information about the Offer, please see: www.radissonoffer.com
More information in relation to Jinjiang is made available at: www.jinjiang.com/hq/en
More information in relation to SINO-CEE Fund is made available at: www.sinoceef.com/en/about-us For media enquiries, please contact Brunswick Group at: aplite@brunswickgroup.com
The information in this press release was submitted for publication at 20.00 CET on 5 February 2019.
Important information
This press release has been published in Swedish and English. In the event of any discrepancy between the Swedish original version and the English translation, the Swedish original version shall prevail.
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 additional offer documents are prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.
This press release and any documentation relating to the Offer is not being published in or distributed to or into 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 applicable law or regulation in such country. No such action will be permitted or sanctioned by Aplite. Any purported acceptance of the Offer resulting directly or indirectly from violation of these restrictions may be considered invalid and be disregarded.
The Offer is not being made, directly or indirectly, in or into Australia, Japan, Canada, New Zealand or South Africa by use of mail, any means of communication used in national or international trade or on any national stock exchange or trading platform or by any other means of communication (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) in Australia Japan, Canada, New Zealand or South Africa and the Offer may not be accepted and shares may not be tendered by or with any such means of communication in or from Australia, Japan, Canada, New Zealand or South Africa or by persons located or resident in those jurisdictions, unless allowed under any exemption. Neither this press release nor any other documentation relating to the Offer is being, and must not be, sent, posted or distributed in any other manner in Australia, Japan, Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Japan, Canada, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Japan, Canada, New Zealand or South Africa or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within Australia, Japan, Canada, New Zealand or South Africa will be invalid and will not be accepted, unless allowed under any exemptions. Each holder of shares participating in the Offer will represent that it is not a citizen of an Australia, Japan, Canada, New Zealand or South Africa, is not located or resident in Australia, Japan, Canada, New Zealand or South Africa and is not participating in such Offer from Australia, Japan, Canada, New Zealand or South Africa or that it is acting on a non-discretionary basis for a principal that is not a citizen of Australia, Japan, Canada, New Zealand or South Africa, that is located outside Australia, Japan, Canada, New Zealand or South Africa and that is not giving an order to participate in such offer from those jurisdictions, unless allowed under any exemptions. Aplite will not pay any consideration according to the Offer in or to Australia, Japan, Canada, New Zealand or South Africa, unless allowed under any exemption.
Important information for U.S. shareholders
The Offer described in this announcement will be made for the shares in Radisson AB, a Swedish public limited liability company. The Offer will be made in the United States pursuant to an exemption from certain U.S. tender offer rules provided by Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), in compliance with Section 14(e) of, and Regulation 14E promulgated under, the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer will be subject to Swedish disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that may be materially different from those applicable under U.S. domestic tender offer procedures and laws.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION IN THE UNITED STATES NOR ANY OTHER U.S. REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF ANY DOCUMENT REGARDING THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
It may be difficult for U.S. shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, since Aplite and Radisson AB are located outside the United States, and some or all of their officers and directors may not be residents of the United States. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement. The receipt of cash pursuant to the Offer by shareholders who are U.S. taxpayers 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 his or her independent professional adviser regarding the tax consequences of the Offer. In accordance with normal Swedish practice and pursuant to one or more exemptions provided in Rule 14e5(b) under the U.S. Exchange Act, Aplite and its affiliates or brokers (acting as agents for Aplite or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase outside the United States, shares in Radisson AB that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed to U.S. shareholders of Radisson AB. In addition, the financial advisors to Aplite, may also engage in ordinary course trading activities in securities of Radisson AB, which may include purchases or arrangements to purchase such securities.
For purposes of this section "United States" and "U.S." means the United States of America (its territories and possessions, all states of the Unites States of America and the District of Columbia).
Important information to Hong Kong shareholders
WARNING - The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
Forward looking information
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other consequences 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", "is planned", "will", "maybe will", "shall", "should, "expects", "is intended", "is deemed", "is expected", "believes", or similar expressions.
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 Aplite. Any such forward-looking statements speak only as of the date on which they are made and Aplite 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 as required by the Takeover Rules or other applicable laws and regulations.
[1] The offered price is subject to adjustment should Radisson AB pay any dividend or make any other value transfer to the shareholders prior to settlement of the Offer and will accordingly be reduced by the amount of any such dividend or value transfer.
[2] Based on 174,388,857 shares in Radisson AB (including 2,532,556 shares held in treasury by Radisson AB).
[3] Based on 174,388,857 shares in Radisson AB (including 2,532,556 shares held in treasury by Radisson AB).
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