Nets extends the acceptance period for the offer to the shareholders in DIBS
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.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
15 December 2014
Nets Holding A/S ("Nets") has decided to extend the acceptance period for the Offer (as defined below). The acceptance period is extended until and including 17 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.
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 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 17 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 17 December 2014 at 15.00 CET.
Settlement is expected to begin as soon as Nets has announced that the conditions for the Offer have been satisfied or that Nets has otherwise resolved to complete the Offer. Assuming that such an announcement is made no later than around 19 December 2014, settlement is expected to begin around 29 December 2014.
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 17 December 2014 (being the final day of the extended acceptance period).
Shareholders in DIBS who have already accepted the Offer and who do not wish to withdraw, do not need to take any further action.
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.
Shareholders who have already accepted the Offer are entitled, under the Takeover Rules, to withdraw their acceptance of the Offer until announcement that all conditions for completion of the Offer have been satisfied, or until the last day of the extended acceptance period (whichever occurs first). No action is required by Shareholders who do not wish to withdraw their acceptance. The last day for withdrawing an acceptance in accordance with the above is 17 December 2014, unless prior to that date, Nets announces that all conditions for completion of the Offer have been satisfied.
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 15 December 2014 at 14.45 (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.