Murgröna Holding completes the recommended public offer to the shareholders of ICA Gruppen and extends the acceptance period
THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR PUBLISHED IN OR INTO ANY JURISDICTION (INCLUDING WITHOUT LIMITATION AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, MEXICO, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SWITZERLAND) WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE IN CONFLICT WITH ANY APPLICABLE LAWS OR REGULATIONS. THE OFFER IS NOT BEING MADE TO (AND ACCEPTANCE FORMS WILL NOT BE ACCEPTED FROM OR ON BEHALF OF) PERSONS WHOSE PARTICIPATION IN THE OFFER WOULD REQUIRE THAT ANY OFFER DOCUMENTS ARE PREPARED, FILINGS ARE EFFECTUATED OR OTHER MEASURES ARE TAKEN IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW.
Murgröna Holding has decided to complete the recommended public offer to the shareholders of ICA Gruppen and will own shares corresponding to approximately 88.6 per cent of the total number of shares in ICA Gruppen. Murgröna Holding has decided to extend the acceptance period up to and including 7 January 2022 in order to give the remaining shareholders an additional opportunity to accept the Offer.
On 10 November 2021, ICA-handlarnas Förbund (“ICA-handlarnas Förbund”) together with AMF Pensionsförsäkring AB (“AMF”) announced, through Murgröna Holding AB (publ) (the “Bidder”), a recommended public offer to acquire all shares in ICA Gruppen AB (publ) (“ICA Gruppen”), not already held by ICA-handlarnas Förbund, for SEK 534 in cash per share (the “Offer”).
Outcome and completion of the Offer
The acceptance period expired on 14 December 2021 and the Offer has been accepted by shareholders representing 52,747,350 shares in ICA Gruppen, corresponding to approximately 26.2 per cent of the total number of shares and votes in ICA Gruppen. Further, the Bidder and AMF have acquired 14,822,252 shares and 2,086,408 shares (that AMF will contribute to the Bidder in connection with the completion of the Offer), respectively, on the market and/or in private transactions outside the Offer at prices not exceeding SEK 534 per share, corresponding to approximately 8.4 per cent of the total number of shares and votes in ICA Gruppen. As described in the offer document published on 10 November 2021, ICA-handlarnas Förbund also owns 108,643,330 shares in ICA Gruppen, corresponding to approximately 54 per cent of the total number of shares and votes in ICA Gruppen, that ICA-handlarnas Förbund will contribute to the Bidder in connection with the completion of the Offer.
Accordingly the Bidder will, following the completion of the Offer, own a total of 178,299,340 shares in ICA Gruppen, corresponding to approximately 88.6 per cent of the total number of shares and votes in ICA Gruppen.
Except from what is stated above, neither the Bidder nor any closely related party to the Bidder owns any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in ICA Gruppen.
All conditions for the completion of the Offer have been fulfilled, with the exception of the condition that the Offer is accepted to such extent that the Bidder becomes the owner of more than 90 per cent of the shares in ICA Gruppen (on a fully diluted basis). The Bidder has decided to waive this condition and to complete the Offer.
Settlement in respect of shares tendered by the shareholders who accepted the Offer up to and including 14 December 2021 is expected to commence on or around 20 December 2021.
Extension of the acceptance period
The Bidder has decided to extend the acceptance period up to and including 7 January 2022 in order to give the remaining shareholders an additional opportunity to accept the Offer. Settlement in respect of shares tendered by shareholders accepting the Offer during the extended acceptance period is expected to commence on or around 13 January 2022.
“We are very pleased that so many shareholders have accepted the offer and we are very confident that we will shortly, together with AMF, become the owner of more than 90 per cent of the shares in ICA Gruppen. Therefore, we now choose to complete the offer and extend the acceptance period in order to give the remaining shareholders the opportunity to accept the offer. We are looking forward to meet the future with an ICA Gruppen in an unlisted environment after having reached 90 per cent”, says Göran Blomberg, CEO of ICA-handlarnas Förbund.
”It is positive that so many shareholders have already decided to accept our offer. We deem the possibility of reaching the sought for 90 per cent to be good, and look forward to, as a financially strong and long-term investor with extensive experience as an owner of unlisted companies, contribute positively to ICA Gruppen’s continued growth and development in an unlisted environment together with ICA-handlarnas Förbund, after having reached 90 per cent”, says Katarina Romberg, Head of Alternative Investments of AMF.
The Bidder reserves the right to acquire, or enter into arrangements in respect of acquisition of, shares in ICA Gruppen during the extended acceptance period, including acquisitions on the market at prevailing prices or in private transactions at negotiated prices (however not exceeding SEK 534 per share). Any such acquisitions will be carried out and announced in accordance with applicable laws and regulations (including Nasdaq Stockholm’s Takeover Rules).
As the Offer has now been declared unconditional, the shareholders who have accepted the Offer, or who will accept the Offer during the extended acceptance period, are not entitled to withdraw their acceptances.
Compulsory buy-out and delisting of ICA Gruppen
In the event that the Bidder, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in ICA Gruppen, the Bidder intends to commence a compulsory buy-out procedure in respect of the remaining shares in ICA Gruppen in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection with such compulsory buy-out procedure, the Bidder intends to promote a delisting of the shares in ICA Gruppen from Nasdaq Stockholm.
Advisers
The Bidder and ICA-handlarnas Förbund have engaged Handelsbanken Capital Markets and SEB Corporate Finance as financial advisers as well as Gernandt & Danielsson Advokatbyrå as legal adviser in connection with the Offer. AMF has engaged Setterwalls Advokatbyrå as legal adviser in connection with the Offer.
Questions regarding the Offer
Directly registered shareholders and others who have questions regarding the Offer are welcome to contact the Bidder’s call centre between 09:00 and 16:00 CET via telephone (+46 (0)8-420 034 32) or SEB’s issue department between 09:00 and 16:00 CET via telephone (+46 (0)8-639 27 50). Nominee-registered shareholders and others should first contact their respective nominees for further information regarding practical or technical questions related to the Offer. For general questions regarding the Offer, the Bidder’s call centre can be contacted between 09:00 and 16:00 CET via telephone (+46 (0)8-420 034 32).
Further information
For further information about the Offer, please visit: www.murgrona-offer.com
For further information, please contact:
Eva Burén
Head of Communications, ICA-handlarnas Förbund
+46 70 486 20 77
eva.buren@icahandlarna.se
Jens Söderblom
Press Manager, AMF
+46 730 86 98 41
jens.soderblom@amf.se
The Bidder submitted this press release for publication at 08:00 (CET) on 16 December 2021.
Important information
The Offer is not being made to (and acceptance will not be approved from or on behalf of) persons domiciled in Australia, Canada, China, Hong Kong, Japan, Mexico, New Zealand, Singapore, South Africa or Switzerland or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules), except where there is an applicable exemption.
This press release and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Canada, China, Hong Kong, Japan, Mexico, New Zealand, Singapore, South Africa or Switzerland) in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, the Bidder disclaims any responsibility or liability for any violations of any such restrictions and the Bidder reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.
Statements in this press release relating to any future status or circumstance, including statements regarding future performance, growth and other trend projections as well as other effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “strives”, “seek”, “will” or “would” or by similar expressions. By their nature, forward-looking statements are associated with risks and uncertainties because they relate to future events and depend on circumstances that occur in the future. Due to several factors, many of which are outside the Bidder’s control, future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements. Any forward-looking statements speak only as of the date on which the statements are made and the Bidder has no obligation (and undertakes no obligation) to update or revise any such statements, whether as a result of new information, future events or otherwise, except for when it is required by applicable laws and regulations.
This press release has been published in English and Swedish. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.
Information to shareholders in the United States
Shareholders in the United States are advised that the shares in ICA Gruppen are not listed on a U.S. securities exchange and that ICA Gruppen is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer will be made for the issued and outstanding shares in ICA Gruppen (not already owned or controlled by ICA-handlarnas Förbund), which is domiciled in Sweden, and is subject to Swedish disclosure and procedural requirements. The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the disclosure and procedural requirements of Swedish law, including with respect to the Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this press release has been prepared in accordance with applicable accounting standards in Sweden, which may not be comparable to the financial statements or financial information of U.S. companies. The Offer is made to ICA Gruppen’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of ICA Gruppen to whom an offer is made. Any information documents, including this press release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to ICA Gruppen’s other shareholders.
The Bidder may waive, in whole or in part, one, several or all of the conditions of the Offer, including, to complete the Offer at a level of acceptance below 90 per cent of the total number of outstanding shares in ICA Gruppen. Any such waiver shall be made public via a press release issued by the Bidder during the period prescribed by, and pursuant to, the applicable rules. A waiver of the applicable acceptance level threshold for the Offer, and a resulting shareholding in ICA Gruppen below 90 per cent of the total number of outstanding shares, will prevent the Bidder from immediately commencing compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in ICA Gruppen as well as from delisting ICA Gruppen from Nasdaq Stockholm. This would mean that there would still be other shareholders in ICA Gruppen whose rights would be protected by minority protection and listing rules. In addition, in the event that the ICA Gruppen shares remain listed, there would be costs associated with maintaining a listing of the shares as well as securing compliance with various regulatory requirements.
A waiver of the applicable acceptance level threshold for the Offer, and a resulting shareholding in ICA Gruppen below 90 per cent of the total number of outstanding shares, would also create concentration of ownership of the listed ICA Gruppen shares with the Bidder, which may result in decreased liquidity and value of the ICA Gruppen share, and may make it more difficult for shareholders to dispose of the shares in a timely manner and/or at a favourable price.
To the extent permissible under applicable law or regulations, the Bidder and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Bidder or its affiliates, as applicable) may from time to time after the date of this press release and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, the shares in ICA Gruppen or any securities that are convertible into, exchangeable for or exercisable for such shares. 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 by means of a press release or other means reasonably calculated to inform U.S. shareholders of ICA Gruppen of such information. In addition, the financial advisers to the Bidder may also engage in ordinary course trading activities in securities of ICA Gruppen, which may include purchases or arrangements to purchase such securities. To the extent required in Sweden, any information about such purchases will be made public in Sweden in the manner required by Swedish laws and regulations (including Nasdaq Stockholm’s Takeover Rules).
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this press release. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a U.S. holder of shares in ICA Gruppen 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 holder of shares in ICA Gruppen is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Offer.
It may be difficult for ICA Gruppen’s U.S. shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Bidder and ICA Gruppen are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. ICA Gruppen’s U.S. shareholders may not be able to sue the Bidder or ICA Gruppen or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Bidder and ICA Gruppen and their respective affiliates to subject themselves to a U.S. court’s judgment.