Lifco announces cash offer to the shareholders of NOTE
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer is not being made to, nor will any tender of shares be accepted from, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law.
Press release
3 December 2012
Lifco AB (”Lifco”), a wholly-owned subsidiary of Carl Bennet AB, hereby announces a cash offer to the shareholders of NOTE AB (publ) (”NOTE”) (the ”Offer”). The shares in NOTE are admitted to trading on NASDAQ OMX Stockholm, Small Cap.
- Lifco offers SEK 8.00 in cash per share in NOTE, corresponding to a total offer value of around SEK 231 million.
- The Offer represents a premium of 38 per cent compared to the closing share price of SEK 5,80 per share in NOTE on 30 November 2012. Compared to the volume weighted average share price during the last 30 trading days of SEK 5.93 per share in NOTE, the Offer represents a premium of 35 per cent.
- The acceptance period is expected to commence around 2 January 2013 and end around 23 January 2013.
Background to and strategic rationale for the Offer
Lifco has, for some time, followed the development of NOTE, one of the leading contract manufacturers in the Nordics, and regard NOTE as a good complement to Lifco’s own operation within the same business area, LEAB, which has a turnover of around SEK 450 million. NOTE and LEAB share the same strategic focus on small to mid-size series, which require high skills and flexibility.
Further, Lifco views the actions taken by the Board and management of NOTE to achieve stable earnings as positive. Lifco does not currently intend to make any material changes for NOTE’s employees, including their terms of employment, or the sites where the company currently conducts business.
The Offer
Lifco offers SEK 8.00 in cash per share in NOTE.[1] The Offer values NOTE at around SEK 231 million.[2]
The Offer represents a premium of 38 per cent compared to the closing share price of SEK 5,80 per share in NOTE on NASDAQ OMX Stockholm on 30 November 2012, the last trading day before the announcement of the Offer. Compared to the volume weighted average share price during the last 30 trading days on NASDAQ OMX Stockholm of SEK 5.93 per share in NOTE, the Offer represents a premium of 35 per cent.
No commission will be charged in connection with the Offer.
Lifco currently does not hold or control any shares in NOTE.
[1] In the event that NOTE should pay any dividend or make any other value transfer prior to the settlement of the Offer, the consideration offered in the Offer will be reduced correspondingly.
[2] Based on 28,872,600 outstanding shares.
Conditions for the Offer
Completion of the Offer is conditional upon:
- the Offer being accepted to such an extent that Lifco becomes the owner of shares representing more than 90 per cent of the outstanding shares in NOTE on a fully diluted basis;
- no other party announcing an offer to acquire shares in NOTE on terms that are more favorable to the shareholders of NOTE than the Offer;
- all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in Lifco’s opinion, are acceptable;
- neither the Offer nor the acquisition of NOTE being rendered partially or wholly impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Lifco could not reasonably have foreseen at the time of announcement of the Offer;
- no circumstances, which Lifco did not have knowledge of at the time of announcement of the Offer, having occurred that have or can be expected to have a material adverse effect upon NOTE’s sales, results, liquidity, equity or assets;
- no information made public by NOTE or disclosed by NOTE to Lifco being materially inaccurate, incomplete or misleading, and NOTE having made public all information which should have been made public; and
- NOTE not taking any measures that are liable to impair the prerequisites for making or implementing the Offer.
Lifco reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2-7, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Lifco’s acquisition of NOTE. Lifco reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1, to complete the Offer at a lower level of acceptance.
Financing
The Offer is not subject to any financing condition. Lifco will finance the Offer with available funds and a shareholder loan from Carl Bennet AB.
Lifco in brief
Lifco is a Swedish limited liability company with registration number 556465-3185. Lifco is wholly-owned by Carl Bennet AB and has its registered seat in Enköping, with the principal office on Verkmästaregatan 1. Carl Bennet AB is in turn owned by Carl Bennet. The Lifco group is an industrial group divided into six business areas with subsidiaries in 30 countries. The business areas are Dental Products, Machinery and Tools, Sawmill Equipment, Contract Manufacturing, Interiors for Vehicles and Environmental Technology. The Lifco group has, through its business areas, a number of market leading positions and continuously looks for opportunities to strengthen its market position either through acquisitions or organic growth. The Lifco group employs about 3,200 persons and is estimated to turnover around SEK 6,200 million, with a profit before tax of nearly SEK 500 million, in 2012.
Lifco Contract Manufacturing
The business area comprises the companies LEAB, Gallac/Åvab, Wintech, Järlåsa Elektronik, Texor and Zetterströms. Lifco’s companies within this business area deliver products of various natures, such as electronic components, stainless steel products and galvanized products to customers in the area of security and alarm, to customers in the area of industrial applications, as well as to customers within telecom and IT, food products and the pharmaceutical industry. The turnover of Lifco Contract Manufacturing was SEK 654 million in 2011.
For further information about Lifco and Lifco Contract Manufacturing, please see www.lifco.se
Indicative timetable
The acceptance period for the Offer is expected to commence around 2 January 2013 and end three weeks later, around 23 February 2013. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than around 25 January 2013, settlement is expected to begin around 28 January 2012.
Lifco reserves the right to extend the acceptance period for the Offer, as well as the right to postpone the settlement date.
The acquisition of NOTE is likely to require approval of competition authorities. Relevant approvals are expected to be obtained prior to the end of the acceptance period set out above.
Redemption and de-listing
In the event that Lifco, whether in connection with the Offer or otherwise, obtains more than 90 per cent of the shares in NOTE, Lifco intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in NOTE. In connection therewith, Lifco intends to promote a de-listing of the NOTE share from NASDAQ OMX Stockholm.
Applicable law and disputes
The Offer shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules issued by NASDAQ OMX, and the Swedish Securities Council rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. In accordance with the Swedish Takeover Act, Lifco has undertaken towards NASDAQ OMX to comply with the Takeover Rules and to submit to any sanctions imposed by NASDAQ OMX upon breach of the Takeover Rules. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.
Advisers
Lifco has retained E&H Partners as main financial adviser and Vinge as legal adviser.
Further information
For media questions, please contact:
Fredrik Karlsson, CEO and president
Phone: +46 70 320 35 92
E-mail: fredrik.karlsson@lifco.se
This press release was submitted for publication on 3 December 2012 at 08:00 (CET).
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
Offer restrictions
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 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 law or regulation in such country. Any such action will not be permitted or sanctioned by Lifco. 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 or South Africa 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 or South Africa, 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 or South Africa. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
Lifco will not deliver any consideration under the Offer into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
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 Lifco and NOTE. Any such forward-looking statements speak only as of the date on which they are made and Lifco 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 for in accordance with applicable laws and regulations.
Notice to shareholders in the United States
The Offer is being made for the securities of a Swedish company and is subject to Swedish disclosure requirements, which are different from those in the United States. Also, the settlement procedure with respect to the Offer will comply with Swedish law, which differs from US domestic tender procedures in certain material respects, particularly with regard to the date of payment of consideration. The Offer is being made in reliance upon exemptions afforded by Rule 14d-1(c) under the US Securities Exchange Act of 1934.
It may be difficult for investors in the United States to enforce their rights and any claim they may have arising under federal securities laws since the companies are located in a non-US jurisdiction, and some or all of their officers may be residents of non-US jurisdictions. Such US investors may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. It may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
In accordance with normal Swedish market practice, Lifco, its nominees or its brokers (acting as agents) may from time to time make certain acquisitions or arrangements to acquire NOTE shares outside the Unites States, other than pursuant to the Offer, before the Offer commences and through the expiration of the Offer. These acquisitions may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such acquisitions will be disclosed to the extent required by Swedish law or rules or regulations.
The offer in the Unites States is being made solely by Lifco and not by any other person.
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