Goldcup 35626 AB (under name change to Notalp Logistik AB) announces a public offer to the shareholders of Jetpak Top Holding AB (publ)

THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED "IMPORTANT INFORMATION" AT THE END OF THIS ANNOUNCEMENT AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED SHORTLY BEFORE THE BEGINNING OF THE ACCEPTANCE PERIOD FOR THE OFFER. SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED "SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES" AT THE END OF THIS ANNOUNCEMENT.

Press release

19 June 2024

Goldcup 35626 AB (under name change to Notalp Logistik AB)[1] (“BidCo”), hereby announces a public cash offer to the shareholders of Jetpak Top Holding AB (publ), reg. no. 559081-5337 (“Jetpak”), to tender all their shares in Jetpak to BidCo at a price of SEK 98[2] in cash per share (the “Offer”). The shares in Jetpak are admitted to trading on Nasdaq First North Premier Growth Market (“Nasdaq First North Premier”).

BidCo is currently wholly owned by Paradeigma Partners AB, reg. no. 559122-5668 (“Paradeigma”), which in turn is wholly owned by Paradigm Capital Value Fund (Sicav), reg. no. B129149 RCS Luxembourg (“PC Sicav”) (together with Pak Logistik Intressenter[3] (as defined below), the “PC Group”), and will be co-owned by a consortium led by Paradeigma and further including, Pak Logistik Intressenter AB (“Pak Logistik Intressenter”) and Aktiebolaget Tuna Holding (“Tuna Holding”) (together, the “Consortium”).

The Offer in brief

• The shareholders of Jetpak are offered SEK 98 in cash per share in Jetpak. The total value of the Offer, based on all outstanding shares in Jetpak, amounts to approximately SEK 1,194,392,150 and the total value of the Offer, based on the 5,055,000 shares in Jetpak which are not directly or indirectly owned by a member of the Consortium, amounts to approximately SEK 495,390,000.[4]
• The price of the Offer represents a premium of:
  • approximately 4.26 per cent compared to the closing price of SEK 94.00 for Jetpak’s share on Nasdaq First North Premier on 19 June 2024, being the last day of trading before the announcement of the Offer,
  • approximately 5.98 per cent compared to the volume-weighted average trading price of SEK 92.47 for Jetpak’s share on Nasdaq First North Premier during the last 20 trading days up to and including 19 June 2024, being the last day of trading before the announcement of the Offer, 
  • approximately 5.06 per cent compared to the volume-weighted average trading price of SEK 93.28 for Jetpak’s share on Nasdaq First North Premier during the last 30 trading days up to and including 19 June 2024, being the last day of trading before the announcement of the Offer, and
  • approximately 5.02 per cent compared to the price of SEK 93.32 in the mandatory offer announced by Pak Logistik Intressenter on 7 June 2024.
• Completion of the Offer is conditional upon the Offer being accepted to such extent that BidCo together with the other members of the Consortium becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Jetpak as well as conditions 2 – 7 set out below under "Conditions for completion of the Offer" in this announcement.
• An offer document regarding the Offer is expected to be made public later today on 19 June 2024. The acceptance period for the Offer is expected to commence on or about 20 June 2024 and end on or about 19 July 2024.

Jan Hummel, director of Paradigm Capital AG says: “The logistics industry is transforming towards more sustainable and efficient solutions. For Jetpak, this will require further investments in technology and processes to maintain and grow its market position. Through our deep knowledge and understanding of Jetpak’s operations, we now see good reasons to believe that the company would be better suited for a private environment. A private setting would provide Jetpak with better prospects to realize its organic growth journey while facilitating investments and measures that would, unfortunately, be viewed in a negative light by the public markets. As such, we firmly believe the company’s future development would benefit from transitioning to a private setting, where the PC Group together with Tuna Holding, can provide Jetpak with the long-term commitment and investments required.”

Background and reasons for the Offer

The PC Group has been a shareholder in Jetpak since 2018 and has by way of acquiring additional shares in Jetpak wanted to increase its exposure towards Jetpak. Consequently, on 30 May 2024 Pak Logistik Intressenter, indirectly controlled by PC Sicav, passed the mandatory bid threshold and on 7 June 2024 announced a mandatory public cash offer for the remaining shares in Jetpak at a price of SEK 93.32 per share (the “Mandatory Offer”). The price in the Mandatory Offer represented no substantial premium in relation to the relevant closing price for the Jetpak shares on 7 June 2024, and corresponded to the volume weighted average share price of SEK 93.32 for Jetpak’s share on Nasdaq First North Premier during the last 20 trading days prior to Pak Logistik Intressenter’s disclosure of the mandatory offer obligation on 30 May 2024.

As a long-term and committed shareholder in Jetpak with considerable experience and knowledge of the company, the PC Group now finds reason to believe that Jetpak would be better off in a private environment to sustain and grow its market position.

The logistics industry is undergoing transformation, driven by macroeconomic trends such as sustainability, digitalization, and automation. For Jetpak, this will require further investments in technology and new processes to maintain and grow its market position. Examples of investments include improvements to Jetpak’s software for handling systems at airports, advanced systems and processes for sensitive deliveries within the healthcare sector, and expansion of its network of franchisees. These investments will likely be earnings-negative in the short term and will, therefore, likely be viewed unfavourably by the public markets.

As such, Jetpak’s further development would benefit from a more stable environment that enables effective long-term planning and seamless integration of recent acquisitions in a stable, compliance-eased environment. Transitioning to a private setting would afford Jetpak greater flexibility to continue its organic growth journey while allowing for short-term earnings-negative investments. 

Through the Consortium, the PC Group is able to incentivize any shareholder who is reluctant to remain as a shareholder in Jetpak following an anticipated shift of control in Jetpak as a result of the Mandatory Offer, to tender their shares in Jetpak to a more favourable price compared to the price in the Mandatory Offer, subject to the conditions for completion in this Offer being fulfilled. The relation between this voluntary Offer and the Mandatory Offer is further described under “The Offer’s relation to the Mandatory Offer announced by Pak Logistik Intressenter” below.

BidCo’s plans for the future business and general strategy do not currently include any material changes with regard to Jetpak's operational sites, or Jetpak’s management and employees, including their terms of employment.

The Offer’s relation to the Mandatory Offer announced by Pak Logistik Intressenter

On 7 June 2024, Pak Logistik Intressenter, a member of the Consortium and a company that is wholly owned by Paradeigma, also being a member of the Consortium, announced the Mandatory Offer to the shareholders of Jetpak to tender all their shares in Jetpak to Pak Logistik Intressenter at a price of SEK 93.32 in cash per share in Jetpak.[5] The Mandatory Offer was announced as a consequence of Pak Logistik Intressenter having passed the mandatory bid threshold on 30 May 2024 and is only conditional upon regulatory approvals being obtained.

As a consequence of the announcement of this voluntary Offer, Pak Logistik Intressenter has today separately announced that the price in the Mandatory Offer, provided that this voluntary Offer is accepted to such extent that BidCo together with the other members of the Consortium becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Jetpak and that this voluntary Offer is declared unconditional and completed, will be increased to SEK 98 in cash per share to correspond to the price in this voluntary Offer. The price in the Mandatory Offer will also be increased to correspond to the price in this voluntary Offer if BidCo completes it at an acceptance level below 90 per cent.

Should this voluntary Offer not be declared unconditional and thus not being completed, the shareholders in Jetpak will have at least 14 days from withdrawal of this voluntary Offer to tender their shares in the Mandatory Offer at a price of SEK 93.32 per share.

The initial acceptance period in this voluntary Offer is expected to end on 19 July 2024 and the initial acceptance period in the Mandatory Offer is expected to end on 13 August 2024.

Paradeigma, Pak Logistik Intressenter and Tuna Holding have undertaken to contribute their shares in Jetpak to BidCo should this voluntary Offer be declared unconditional and completed. In addition, Pak Logistik Intressenter has undertaken to contribute any shares tendered by shareholders in the Mandatory Offer to BidCo, subject to this voluntary Offer being declared unconditional and completed.

The Offer

Consideration

The shareholders of Jetpak are offered SEK 98 in cash per share in Jetpak.

Should Jetpak, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to the shareholders, the consideration in the Offer will be adjusted accordingly. In the event of the foregoing, BidCo reserves the right to determine whether this price adjustment mechanism or condition 7 to completion of the Offer (see "Conditions for completion of the Offer" below) shall be invoked.

No commission will be charged in respect of the settlement of the Jetpak shares tendered to BidCo under the Offer.

Premiums

The price of the Offer represents a premium of[6]:

• approximately 4.26 per cent compared to the closing price of SEK 94.00 for Jetpak’s share on Nasdaq First North Premier on 19 June 2024, being the last day of trading before the announcement of the Offer,
• approximately 5.98 per cent compared to the volume-weighted average trading price of SEK 92.47 for Jetpak’s share on Nasdaq First North Premier during the last 20 trading days up to and including 19 June 2024, being the last day of trading before the announcement of the Offer,
• approximately 5.06 per cent compared to the volume-weighted average trading price of SEK 93.28 for Jetpak’s share on Nasdaq First North Premier during the last 30 trading days up to and including 19 June 2024, being the last day of trading before the announcement of the Offer, and
• approximately 5.02 per cent compared to the price of SEK 93.32 in the mandatory offer announced by Pak Logistik Intressenter on 7 June 2024.

Total value of the Offer

The total value of the Offer, based on all outstanding shares in Jetpak, amounts to approximately SEK 1,194,392,150 and the total value of the Offer, based on the 5,055,000 shares in Jetpak which are not directly or indirectly owned by a member of the Consortium, amounts to approximately SEK 495,390,000.[7]

Statement from the board of directors of Jetpak

The board of directors of Jetpak shall announce its opinion on the Offer, and the reasons for this opinion, no later than two weeks prior to the expiry of the acceptance period.

Certain closely related parties in this Offer

Isabel Hummel is the chairperson of Tuna Holding and is since 11 June 2024 a board member of Jetpak. Consequently, Isabel Hummel has a conflict of interest pursuant to Rule II.18 of the Takeover Rules for Certain Trading Platforms (the “Takeover Rules”). In accordance with the Takeover Rules, Isabel Hummel has therefore not participated in, and will not participate in, Jetpak's handling of or decisions regarding the Offer.

Tuna Holding’s participation in the Offer means that Section IV of the Takeover Rules is applicable to the Offer, entailing that the acceptance period will be at least four weeks and that Jetpak is obliged to obtain and announce a fairness opinion regarding the Offer from an independent expert.

The Consortium’s shareholding in Jetpak

As of the date of this announcement, the members of the Consortium hold and control, directly or indirectly, in aggregate 7,132,675 shares and votes in Jetpak, corresponding to approximately 58.52 per cent of the total number of shares and votes in Jetpak.[8] In respect of the aforementioned shareholding, Pak Logistik Intressenter and Paradeigma hold 5,882,344 shares in Jetpak, corresponding to approximately 48.26 per cent of the total number of shares and votes in Jetpak, of which Pak Logistik Intressenter holds 2,227,042 shares in Jetpak, corresponding to approximately 18.27 per cent of the total number of shares and votes in Jetpak, and Paradeigma holds 3,655,302 shares in Jetpak, corresponding to approximately 29.99 per cent of the total number of shares and votes in Jetpak, and Tuna Holding holds 1,250,331 shares in Jetpak, corresponding to approximately 10.26 per cent of the total number of shares and votes in Jetpak.[9] All shares owned by Pak Logistik Intressenter[10], Paradeigma and Tuna Holding will be transferred to BidCo in connection with completion of the Offer at a valuation per share corresponding to the price per Jetpak share in the Offer.

During the six-month period immediately preceding the announcement of the Offer, Pak Logistik Intressenter has acquired a total of 2,227,042 shares in Jetpak, and during the same period, Paradeigma has acquired a total of 753,951 shares and divested a total of 585,000 shares in Jetpak. The highest price paid by Pak Logistik Intressenter or Paradeigma for the Jetpak shares during the aforesaid period amounted to SEK 93.32. In addition, Tuna Holding has acquired 34,611 shares in Jetpak during the six-month period immediately preceding the announcement of the Offer, to a highest price of SEK 94.70 per share.

Neither BidCo, or any member of the Consortium, nor any closely related parties to them have acquired or agreed to acquire any shares or any other financial instruments in Jetpak that give a financial exposure equivalent to holding shares in Jetpak at a price exceeding the price in the Offer during the six months preceding this announcement.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that BidCo together with the other members of the Consortium becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Jetpak;
2. no other party announcing an offer to acquire shares in Jetpak on terms that are more favourable to the shareholders of Jetpak than the Offer;
3. with respect to the Offer and completion of the acquisition of Jetpak, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities and foreign direct investment authorities, in each case on terms which, in BidCo's opinion, are acceptable;
4. neither the Offer nor the acquisition of Jetpak being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Jetpak's financial position, business or operations, including Jetpak's sales, results, liquidity, equity ratio, equity or assets;
6. no information made public by Jetpak, or otherwise made available to BidCo by Jetpak, being inaccurate, incomplete or misleading, and Jetpak having made public all information which should have been made public; and
7. Jetpak not taking any action that is likely to impair the prerequisites for making or completing the Offer.

BidCo reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to BidCo's acquisition of Jetpak or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

BidCo reserves the right to waive, in its sole discretion and in whole or in part, one, several or all of the conditions 1 – 7 set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance, in each case without reinstating withdrawal rights, subject to applicable law.

Financing of the Offer

BidCo will finance the Offer by funds provided by PC Sicav through Paradeigma, in the form of a shareholder loan.

Due Diligence

BidCo has not conducted any due diligence review of Jetpak in connection with its preparations of the Offer.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities and foreign direct investment authorities, being obtained, in each case on terms which, in BidCo's opinion, are acceptable. According to BidCo’s assessment, the Offer requires approval from the Swedish Competition Authority (Sw. Konkurrensverket) and approval (or confirmation that approval is not required) from the Swedish Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter). Since the controlling undertaking in the Mandatory Offer and this voluntary Offer is the same, BidCo anticipates that a potential approval by the Swedish Competition Authority with respect to the merger control filing of the Mandatory Offer also will apply to this voluntary Offer. BidCo expects that the relevant clearances will be given prior to the end of the acceptance period.

Preliminary timetable[11]

Publication of the offer document                                             19 June 2024

Acceptance period                                                                       20 June 2024 – 19 July 2024

Commencement of settlement                                                  around 26 July 2024

BidCo reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. A notice of any such extension or postponement will be announced by BidCo by means of press release in accordance with applicable rules and regulations.

Compulsory redemption and delisting

If BidCo, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Jetpak, BidCo intends to initiate a compulsory redemption proceeding under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Jetpak. In connection therewith, BidCo intends to promote a delisting of Jetpak’s shares from Nasdaq First North Premier.

Governing law and disputes

The Offer, as well as any agreements entered into between BidCo and the shareholders of Jetpak as a result of the Offer, shall be governed by and construed in accordance with substantive Swedish law. The Takeover Rules issued by the Stock Market Self-Regulation Committee, and the Swedish Securities Council’s rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. Any dispute concerning the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, with the Stockholm District Court (Sw. Stockholms tingsrätt) as first instance.

Advisors

Hannes Snellman Advokatbyrå AB is legal advisor to BidCo in respect of Swedish law, and Clifford Chance is legal advisor in respect of U.S. law, in connection with the Offer.

Contacts and further information

Jan Hummel, Paradigm Capital AG, +49 89 62 021 780

Joel Gedin, Fogel & Partners, +46 707 50 08 50

Information about the Offer is made available at: www.notalp-transportation-offer.com.

Description of BidCo and the Consortium in brief

BidCo is a newly established Swedish limited liability company (with reg. no. 559486-4703, domiciled in Nacka), that is currently wholly owned by Paradeigma and that will be co-owned by the members of the Consortium at completion of the Offer. BidCo’s address is Thomasvägen 12, 132 39 Saltsjö-Boo. BidCo has never conducted any business.

Pak Logistik Intressenter is a newly established Swedish limited liability company (with reg. no. 559469-9505, domiciled in Stockholm), that is wholly owned by Paradeigma. Pak Logistik Intressenter has its registered office at Skeppargatan 3, 114 52 Stockholm. Pak Logistik Intressenter has never conducted any business.

Paradeigma is the largest shareholder in Jetpak. Paradeigma is a Swedish limited liability company which invests and manages securities and conducts compatible activities. Paradeigma is a wholly owned subsidiary of PC Sicav. PC Sicav is a Luxembourg based SICAV and its investment manager is Paradigm Capital AG. The manager follows a specialized value investing strategy, in the Graham and Dodd tradition, making investments within the European Union with a focus on the Nordic and German speaking countries and the U.K.

Tuna Holding is a Swedish limited liability company (with reg. no.
556527-3405, domiciled in Stockholm) investing predominantly in Nordic publicly listed companies, which is represented by, inter alia, Isabel Hummel who is a member of the board of directors of Jetpak.

Jetpak in brief

Jetpak is a leading player in time-critical air-based express deliveries in the Nordic region with a history dating back to 1979. Jetpak offers fast, simple and precise solutions for both spontaneous transportation needs and tailor-made logistics. Jetpak specializes in door-to-door air-based long-distance deliveries and is primarily active in the B2B segment. Jetpak is headquartered in Stockholm, with offices in Oslo, Copenhagen, Kolding, Helsinki, Brussels and Amsterdam. Jetpak offers its customers courier and express services, through the proprietary IT platform JENA, which connects several air and car routes to find the fastest possible transportation route. Jetpak is listed on Nasdaq First North Premier.

For more information about Jetpak, visit Jetpak’s website, www.jetpakgroup.com.

Important information

BidCo discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for announcement at 22.00 (CEST) on 19 June 2024.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or in any other jurisdiction where the Offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by law.

The distribution of the information in this press release and any related Offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdiction. Accordingly, the information in this press release may not be forwarded, distributed, reproduced or otherwise made available in or into or accessed from any country in which the Offer would require 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 or where it would be in conflict with any law or regulation in such country, including, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa and Switzerland, and does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication 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 securities exchange or other trading venue, of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland.

The Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into or accessed from Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland must not forward this press release or any other document received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. To the fullest extent permitted by applicable law, BidCo disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offer will be delivered in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. The Offer shall be governed by and construed in accordance with Swedish substantive law. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the Stockholm District Court shall be the court of first instance.

The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 BidCo. Any such forward-looking statements speak only as of the date on which they are made and BidCo 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.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Jetpak, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. Holders of the shares of Jetpak domiciled in the United States (the “U.S. Holders”) are advised that the shares of Jetpak are not listed on a U.S. securities exchange and that Jetpak is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. 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 in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act for a Tier II tender offer (the "Tier II Exemption"), and will otherwise be made in accordance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, settlement procedures, waiver of conditions and timing of payments, which are different from those applicable under U.S. domestic tender offers, procedures and law. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.

Jetpak's financial statements and all financial information included in this press release, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

As permitted under the Tier II Exemption, the settlement of the Offer will be based on the applicable Swedish law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

To the extent permissible under applicable law or regulations, BidCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for BidCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Jetpak outside the United States, 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. In addition, the financial advisors to BidCo may also engage in ordinary course trading activities in securities of Jetpak, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. To the extent information about any 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. Holders of Jetpak of such information.

It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Jetpak and BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue Jetpak or BidCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Jetpak or BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

The receipt of cash pursuant to the Offer by a U.S. Holder 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 such shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE SEC NOR ANY SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES HAS: (I) APPROVED OR DISAPPROVED OF THE OFFER, (II) PASSED UPON THE MERITS OR FAIRNESS OF THE OFFER, OR (III) PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.