Pak Logistik Intressenter AB announces a mandatory 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

7 June 2024

On 30 May 2024, Pak Logistik Intressenter AB[1] (“Pak Logistik Intressenter”), a company that is 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 the “PC Group”), exercised a right to repurchase previously sold shares[2] and thus acquired 527,042 shares in Jetpak Top Holding AB (publ), reg. no. 559081-5337 (“Jetpak”), as announced on 30 May 2024. The total consideration for the shares repurchased amounted to SEK 84.70 per share. The volume weighted average share price for the 20 trading days immediately preceding 30 May 2024 amounted to SEK 93.32. Through the acquisition, Pak Logistik Intressenter and Paradeigma attained an aggregate shareholding in Jetpak of 4,182,344 shares, corresponding to a holding of approximately 34.32 per cent of the total number of shares and votes in Jetpak.[3]

As a result of the acquisition announced on 30 May 2024, the mandatory bid threshold was passed, entailing that Pak Logistik Intressenter was required to launch a mandatory public offer for the remaining shares in Jetpak within four weeks from the acquisition in accordance with the provisions on mandatory public offers in the Takeover Rules for Certain Trading Platforms (the “Takeover Rules”), or to sell such number of shares that Pak Logistik Intressenter’s (together with Paradeigma’s) shareholding represents less than three tenths of the voting rights for all shares in Jetpak.  

Following the announcement on 30 May 2024, Pak Logistik Intressenter has acquired an additional 1,700,000 shares in Jetpak for a consideration of SEK 93.32 per share.[4] As of the date of the announcement of the Offer, Pak Logistik Intressenter and Paradeigma consequently hold 5,882,344 shares in Jetpak, corresponding to approximately 48.26 per cent of the total number of shares and votes in Jetpak.[5]

Against this background, Pak Logistik Intressenter hereby announces a mandatory public offer to the shareholders of Jetpak to tender all their shares in Jetpak to Pak Logistik Intressenter at a price of SEK 93.32[6] in cash per share (the “Offer”), which corresponds to the highest price Pak Logistik Intressenter and its closely related parties have paid for shares in Jetpak during the six-month period preceding this announcement and the volume weighted average share price of SEK 93.32 for Jetpak’s share on Nasdaq First North Premier Growth Market (“Nasdaq First North Premier”) during the last 20 trading days prior to the disclosure of the mandatory offer obligation (in accordance with Rule III.6 of the Takeover Rules). The shares in Jetpak are admitted to trading on Nasdaq First North Premier.

The Offer in brief

• The shareholders of Jetpak are offered SEK 93.32 in cash per share in Jetpak. The total value of the Offer, based on all outstanding shares in Jetpak, amounts to SEK 1,137,353,831 and the total value of the Offer, based on the 6,305,331 shares in Jetpak which are not directly or indirectly owned by Pak Logistik Intressenter or Paradeigma, amounts to approximately SEK 588,413,489.[7]
• The price of the Offer represents a premium of:
  • approximately 0.89 per cent compared to the closing price of SEK 92.50 for Jetpak’s share on Nasdaq First North Premier on 7 June 2024, being the last day of trading before the announcement of the Offer, and
  • approximately -0.04 per cent compared to the volume-weighted average trading price of SEK 93.36 for Jetpak’s share on Nasdaq First North Premier during the last 30 trading days up to and including 7 June 2024, being the last day of trading before the announcement of the Offer.
• Pak Logistik Intressenter has deemed it appropriate to make the Offer subject to Section IV of the Takeover Rules (the “MBO rules”). As Pak Logistik Intressenter will observe the MBO rules on a voluntary basis it will be in the discretion of the board of directors of Jetpak to obtain a fairness opinion regarding the Offer in its evaluation of the Offer. The minimum acceptance period will be no less than four weeks.[8]
• Completion of the Offer is solely conditional upon the receipt of all necessary approvals from the relevant competition and foreign direct investment authorities being obtained, in each case on terms which, in Pak Logistik Intressenter’s opinion, are acceptable.
• An offer document regarding the Offer is expected to be made public on or about 15 July 2024. The acceptance period for the Offer is expected to commence on or about 16 July 2024 and end on or about 13 August 2024.

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, Pak Logistik Intressenter has passed the mandatory bid threshold and is obligated to launch a mandatory takeover offer for the remaining shares in Jetpak.

Pak Logistik Intressenter's plans for the future business and general strategy does 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

Consideration

The shareholders of Jetpak are offered SEK 93.32 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.

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

Premiums

The price of the Offer represents a premium of[9]:

• approximately 0.89 per cent compared to the closing price of SEK 92.50 for Jetpak’s share on Nasdaq First North Premier on 7 June 2024, being the last day of trading before the announcement of the Offer, and

• approximately -0.04 per cent compared to the volume-weighted average trading price of SEK 93.36 for Jetpak’s share on Nasdaq First North Premier during the last 30 trading days up to and including 7 June 2024, being the last day of trading before the announcement of the Offer.

Total value of the Offer

The total value of the Offer, based on all outstanding shares in Jetpak, amounts to SEK 1,137,353,831 and the total value of the Offer, based on the 6,305,331 shares in Jetpak which are not directly or indirectly owned by Pak Logistik Intressenter or Paradeigma, amounts to approximately SEK 588,413,489.[10]

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

Pak Logistik Intressenter is wholly owned by Paradeigma which in turn is a wholly owned subsidiary of PC Sicav. Jan Hummel is a board member of PC Sicav and Paradeigma’s representative in the nomination committee of Jetpak. Pak Logistik Intressenter has, however, deemed it appropriate to make the Offer subject to the MBO rules on a voluntary basis. As Pak Logistik Intressenter will observe the MBO rules on a voluntary basis it will be in the discretion of the board of directors of Jetpak to obtain a fairness opinion regarding the Offer in its evaluation of the Offer. The minimum acceptance period will be no less than four weeks.

Pak Logistik Intressenter’s and Paradeigma’s shareholding in Jetpak and the obligation to launch a mandatory takeover offer

On 30 May 2024, Pak Logistik Intressenter, exercised a right to repurchase previously sold shares[11] and thus acquired 527,042 shares in Jetpak, as announced on 30 May 2024. The total consideration for the shares repurchased amounted to SEK 84.70 per share. The volume weighted average share price for the 20 trading days immediately preceding 30 May 2024 amounted to SEK 93.32. Through the acquisition, Pak Logistik Intressenter and Paradeigma attained an aggregate shareholding in Jetpak of 4,182,344 shares, corresponding to a holding of approximately 34.32 per cent of the total number of shares and votes in Jetpak.[12] The repurchase has triggered an obligation for Pak Logistik Intressenter to launch a mandatory public offer in accordance with the provisions on mandatory public offers in the Takeover Rules. Following the announcement on 30 May 2024, Pak Logistik Intressenter has acquired an additional 1,700,000 shares in Jetpak for a consideration of SEK 93.32 per share.[13] As of the date of the announcement of the Offer, Pak Logistik Intressenter and Paradeigma consequently hold 5,882,344 shares in Jetpak, corresponding to approximately 48.26 per cent of the total number of shares and votes in Jetpak[14], 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.

Neither Pak Logistik Intressenter, Paradeigma or PC Sicav, 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.

Pak Logistik Intressenter, Paradeigma or PC Sicav may acquire, or enter into agreements to acquire, shares in Jetpak outside the Offer and any purchases made or arranged will be carried out or agreed in accordance with Swedish law and the Takeover Rules as well as disclosed in accordance with applicable rules.

Conditions for completion of the Offer

Completion of the Offer is solely conditional upon receipt of all necessary approvals from the relevant competition and foreign direct investment authorities being obtained, in each case on terms which, in Pak Logistik Intressenter’s opinion, are acceptable. According to Pak Logistik Intressenter’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). Pak Logistik Intressenter expects that the relevant clearances will be given prior to the end of the acceptance period.

Pak Logistik Intressenter reserves the right to withdraw the Offer in the event that it is clear that the conditions set out above are not satisfied or cannot be satisfied and the non-satisfaction of such conditions is of material importance to Pak Logistik Intressenter’s acquisition of Jetpak.

Pak Logistik Intressenter reserves the right to waive, in whole or in part, the conditions set out above in accordance with applicable laws, rules and regulations.

Financing of the Offer

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

Statement from the Swedish Securities Council

The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has in its ruling AMN 2024:49 granted Pak Logistik Intressenter an exemption from the obligation to direct the Offer to shareholders in certain jurisdictions. AMN 2024:49 will be available in its entirety on the Swedish Securities Council’s website (www.aktiemarknadsnamnden.se).

Due Diligence

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

Preliminary timetable[15]

Publication of the offer document                                             15 July 2024

Acceptance period                                                                       16 July 2024 – 13 August 2024

Commencement of settlement                                                  around 20 August 2024

Pak Logistik Intressenter reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. An extension of the acceptance period will not delay payment of consideration to those who already have accepted the Offer provided that the conditions to completion are met. A notice of any such extension or postponement will be announced by Pak Logistik Intressenter by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption and delisting

If Pak Logistik Intressenter, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Jetpak, Pak Logistik Intressenter 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, Pak Logistik Intressenter 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 Pak Logistik Intressenter 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.

Advisor

Hannes Snellman Advokatbyrå AB is legal advisor to Pak Logistik Intressenter in connection with the Offer.

Contacts and further information

Jan Hummel, on behalf of Pak Logistik Intressenter AB, +49 89 62 021 780

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

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

Description of Pak Logistik Intressenter, Paradeigma and PC Sicav

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.

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 solely within the European Union with a focus on the Nordic and German speaking countries and the U.K.

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

Pak Logistik Intressenter discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for announcement at 19.30 (CEST) on 7 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, Pak Logistik Intressenter 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 authorized 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 Pak Logistik Intressenter. Any such forward-looking statements speak only as of the date on which they are made and Pak Logistik Intressenter 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, Pak Logistik Intressenter and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Pak Logistik Intressenter 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 Pak Logistik Intressenter 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 Pak Logistik Intressenter 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 Pak Logistik Intressenter 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 Pak Logistik Intressenter 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 Pak Logistik Intressenter 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.