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Statement of the Board of Directors of Medicover Holding S.A. in relation to Celox S.A.’s public offer

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June 30, 2006

Background Celox S.A. (“Celox”) has on June 30, 2006 announced a cash offer to the registered shareholders and holders of Swedish depositary receipts (“SDRs”) regarding shares in Medicover Holding S.A. (“Medicover”) to acquire all of their shares and SDRs in Medicover (the “Offer”). The shareholders and holders of SDRs are being offered to tender their shares and SDRs to Celox for the consideration of SEK 120 in cash for each share or SDR in Medicover (the “Offer Price”). Compared to the volume weighted average price of Medicover’s SDRs on the Stockholm Stock Exchange of SEK 97.3 for the three months ending June 29, 2006, the Offer Price represents a premium of 23.3 per cent. Compared to the closing price of Medicover’s SDRs on the Stockholm Stock Exchange on June 28, 2006, the last trading day before the announcement of the Offer, of SEK 93.0 per share, the Offer Price represents a premium of 29.0 per cent. No SDRs in Medicover were traded on the Stockholm Stock Exchange on June 29, 2006. The acceptance period is expected to run from July 24, 2006 to August 18, 2006. The Offer is conditional only upon all regulatory approvals from relevant authorities in the jurisdictions applicable to Medicover being obtained on terms satisfactory to Celox. According to Celox, such approvals are expected not later than August 18, 2006. Celox reserves the right to waive this condition. The Offer is not conditional upon availability of external financing. As at the date hereof, Celox owns 4,999,893 shares and/or SDRs in Medicover, representing 35.1 per cent of the share capital and voting rights. This statement is issued by the Board of Directors of Medicover pursuant to Section II.14 of the Swedish Industry and Commerce Stock Exchange Committee’s (Sw. Näringslivets Börskommitté) Rules Concerning Public Offers for the Acquisition of Shares (2003) (the “Takeover Rules”) in order to provide the Board of Directors’ assessment of the Offer and the reasons for that assessment. The recommendation by the Board of Directors The Board of Directors has based its recommendation on an assessment of the factors that the Board of Directors has deemed to be relevant for the purpose of an assessment the Offer, including, without limitation, assumptions regarding Medicover’s business and financial position and prospects as a stand-alone entity. The Board of Directors has engaged Nordea Bank AB (publ) (“Nordea”) as financial adviser. Nordea has given an independent fairness opinion to the Board of Directors of Medicover to the effect that, as of the date of the Offer and based on and subject to the assumptions, considerations and limitations set forth therein and other factors each of them has deemed relevant, the Offer is fair, from a financial point of view, to the shareholders and holders of Swedish depositary receipts (“SDRs”) regarding shares in Medicover. Based on the considerations above, the Board of Directors recommends Medicover’s shareholders to accept the Offer. Jonas af Jochnick, Chairman of the Board of Medicover, and Fredrik Stenmo, Director of the Board of Medicover, have not participated in the Board of Directors’ assessment of the Offer or any decision relating to the Offer, and will not participate in any subsequent assessments or decisions relating to the Offer, due to conflicts of interest. Other Shareholders and holders of SDRs should note that the Offer is unconditional as to the acceptance level and that the possibility for Celox to post completion of the Offer compulsorily acquire the remaining minority shares and SDRs (and the minority’s right to call for such an acquisition) under applicable Luxembourg law requires that Celox owns more than 95 per cent of the outstanding shares in Medicover. This means that, unless Celox would achieve ownership in excess of the 95 per cent threshold, inter alia the following scenarios could materialise for the remaining minority: - In the event that the Offer is accepted to such extent that Celox becomes the owner of more than 50 per cent of the outstanding shares in Medicover, Medicover would become a subsidiary of Celox and Celox would have effective control over and decide on the future strategy of Medicover; - The Stockholm Stock Exchange’s listing requirements may no longer be met if (i) the number of shareholders and holders of SDRs falls below 500 (each of which holding a number of shares and/or SDRs representing a value of approximately SEK 10,000) or (ii) the free float (i.e. shares and votes held by shareholders who, directly and indirectly, control less than 10 per cent of the shares or votes) falls below 10 per cent; and - The liquidity in the Medicover share could be significantly decreased. This statement shall be governed by and construed in accordance with substantive Swedish law. Swedish courts shall settle any dispute, controversy or claim relating to this statement exclusively. Medicover Holding S.A. The Board of Directors For further information please contact: Peter Wikström, Director of the Board (mob.: +46 70 860 52 48) Fredrik Rågmark, CEO and Director of the Board (tel.: +32 2 357 55 76, mob.: +32 475 75 19 64) This statement has been made in an English version, which has been translated into Swedish. In case of discrepancies between the English original and the Swedish translation, the English original shall prevail. As further set out in Celox’ press release of June 30, 2006, Jonas af Jochnick, Chairman of the Board of Celox, and Fredrik Stenmo, Director of Celox, are also both members of the Board of Directors of Medicover and are deemed to participate in the Offer pursuant to Section IV of the Takeover Rules.

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