Nets extends the acceptance period and waives the conditions for the offer to the shareholders in DIBS, except in relation to regulatory approvals
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.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 or on behalf of, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Shareholders in the United States should refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.
This is a translation of the original Swedish language press release. In the event of any discrepancies, the original Swedish wording shall prevail.
Press Release
17 December 2014
Nets Holding A/S ("Nets") has decided to extend the acceptance period for the Offer (as defined below) and to waive the conditions for the Offer, except in relation to regulatory approvals. The acceptance period is extended until and including 23 December 2014 at 15.00 (CET).
On 29 October 2014, Nets announced a cash offer of SEK 82.50 per share to the shareholders of DIBS Payment Services AB (publ) ("DIBS" or the "Company"), to sell their shares in DIBS to Nets (the "Offer"). On 4 November 2014, Deloitte AB issued a fairness opinion regarding the Offer pursuant to Sections II.19 and IV.3 of the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning) (the "Takeover Rules"). In the opinion, Deloitte AB declared that the Offer is fair to the shareholders of DIBS from a financial perspective.
The offer document in respect of the Offer was published on Nets' website, www.netsinfo.se, and on Carnegie's website, www.carnegie.se on 7 November 2014. Following Nets' acquisition of approximately 9.99 percent of the shares in DIBS[1], a supplement to the offer document was published on 25 November 2014.
On 15 December 2014, Nets announced an extension of the acceptance period until and including 17 December 2014 at 15.00 (CET). At the end of the extended acceptance, the Offer had been accepted by shareholders in DIBS representing 7,257,036 shares, corresponding to approximately 75.8 per cent of the shares and the votes in DIBS[2]. These acceptances, together with the shares previously acquired by Nets, represent 8,214,036 shares in DIBS, corresponding to approximately 85.7 per cent of the shares and the votes in DIBS[3] in aggregate.
As previously announced, Nets has acquired 957,000 shares in the Company outside of the Offer, corresponding to approximately 9.99 per cent of the shares and votes in DIBS[4].
Nets has furthermore, outside of the Offer, offered the holders of warrants with series 2012/2015 issued by DIBS on 9 May 2012, to sell their respective warrants to Nets. Holders representing 77,100 warrants have accepted Nets' offer. Each warrant entitles the holder to subscribe for one new share in DIBS at a subscription price of SEK 80.49 during the period 15-30 June 2015. At full exercise of the total number of warrants (95,000), the number of shares in the Company will increase by 95,000 and the share capital will increase by SEK 23,750.
Save for the above instruments, Nets does not hold any financial instruments in DIBS that entail a financial exposure comparable with shares in DIBS.
As described in the offer document, DIBS is licensed to act as an electronic money institution. The license is issued by the Swedish Financial Supervisory Authority (the "SFSA"). The rules governing such licenses require that any new direct or indirect owner acquiring ten per cent or more of the shares of a licensed entity must be approved by the SFSA. Nets has applied for SFSA approval. The acceptance period pursuant to the offer document as well as the following extension was set in accordance with Nets' best estimate of the time required for the SFSA to pass its decision. Nets is expecting a decision to be passed by the SFSA within the coming few days. Nets has therefore decided to extend the acceptance period for the Offer until and including 23 December 2014 at 15.00 (CET). As a consequence thereof, the estimated time for settlement of the Offer has also been postponed, as described below.
In accordance with the above, Nets hereby announces that the acceptance period for the Offer is extended until and including 23 December 2014 at 15.00 (CET).
As set out in the announcement of the Offer and the offer document, completion of the Offer was made conditional upon the fulfilment or waiver of:
- the Offer being accepted to such an extent that Nets becomes the owner of shares representing more than 90 per cent of the shares in the Company on a fully diluted basis;
- no other party announcing an offer to acquire shares in the Company on terms that are more favorable to the shareholders of the Company than those of the Offer;
- all regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, necessary for the Offer and the acquisition of the Company, being obtained, in each case on terms which, in Nets' opinion, are acceptable;
- neither the Offer nor the acquisition of DIBS being rendered wholly or partially 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 be anticipated, and which Nets could not reasonably have foreseen at the time of announcement of the Offer;
- no circumstances, which Nets 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 the Company’s sales, results, liquidity, solidity, equity or assets;
- no information made public by the Company or disclosed by the Company to Nets being inaccurate, incomplete or misleading in any material respects, and the Company having made public all information which should have been made public; and
- the Company not taking any measures that are likely to impair the prerequisites for making or implementing the Offer.
Nets also reserved the right to waive, in whole or in part, one several or all of the conditions above.
Nets has today decided to waive all of the above conditions for completion, with the exception of condition No. 3 (obtaining necessary regulatory approvals). In relation to this remaining condition, Nets waives its right to dispose over the condition and may consequently no longer waive the condition.
Settlement is expected to begin as soon as Nets has announced that the remaining condition for the Offer has been satisfied. Assuming that such an announcement is made no later than around 23 December 2014, settlement is expected to begin around 8 January 2015.
Nets reserves the right to further extend the acceptance period, as well as the right to further postpone settlement.
Acceptance of the Offer is made by way of submitting a signed and correctly completed acceptance form in accordance with the instructions contained in the offer document. The acceptance form must be mailed, in sufficient time so as to be received by Carnegie no later than 15.00 (CET) on 23 December 2014 (being the final day of the extended acceptance period).
As, following this announcement, Nets is no longer entitled to dispose over the remaining condition for the Offer, shareholders in DIBS who have already accepted the Offer will be bound by their acceptances and are no longer entitled to withdraw any acceptances already made. Shareholders who accept the Offer during the extended acceptance period will also be bound by, and will not be entitled to withdraw, their acceptances.
As stated in the offer document, Nets intends to promote a delisting of the Company. As also stated, Nets intends to commence a compulsory acquisition procedure under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in DIBS, as soon as possible after becoming the owner of more than 90 per cent of the total number of shares in DIBS.
The offer document, together with the (25 November 2014) supplement, and the acceptance form, are available for downloading at www.netsinfo.se and www.carnegie.se.
Further information
For further information about Nets and the Offer, please see www.netsinfo.se.
Any questions from shareholders related to the Offer can be directed to:
Carnegie
Tel: +46 (8) 588 694 82
Website: www.carnegie.se
Any media quires can be directed to:
Press manager at Nets
Tel: +45 294 82646
This press release was submitted for publication on 17 December 2014 at 15.01 (CET).
Important notice
This press release has been announced in Swedish and in English. In the event of any 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 in or to and must not be mailed or otherwise distributed or sent in or to Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other country in which doing so would require any such additional measures to be taken or would be in conflict with any applicable law or regulation (the "Restricted Jurisdiction"). Any such action will not be permitted or sanctioned by Nets. Any purported acceptance of the Offer resulting from a direct or indirect violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction 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, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, any Restricted Jurisdiction. 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 any Restricted Jurisdiction. Nets will not deliver any consideration under the Offer in or into any Restricted Jurisdiction.
Nets will not make any settlements under the Offer in or to any Restricted Jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction. Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press release or any documentation relating to the Offer to such persons.
Forward-looking statements
Statements in this press release relating to future status or circumstances, including statements regarding future results, growth and other projections regarding development 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 Nets. Any such forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, Nets expressly disclaims any obligations or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this press release to reflect any change in expectations with regards thereto or any change in events, conditions or circumstances on which such statement is based, The reader should, however, consult any additional disclosures that Nets or the Company has made or may make.
Special notice to shareholders in the United States
The Offer described in this announcement is subject to the laws of Sweden. It is important for US securities holders to be aware that this document is subject to disclosure and takeover rules and regulations in Sweden that are different from those in the United States. The Offer is made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended ("Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
[1] Based on 9,580,000 shares, being the number of shares currently outstanding.
[2] Based on 9,580,000 shares, being the number of shares currently outstanding.
[3] Based on 9,580,000 shares, being the number of shares currently outstanding.
[4] Based on 9,580,000 shares, being the number of shares currently outstanding.