Pak Logistik Intressenter AB announces the final outcome in its mandatory 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 MANDATORY 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 HAS BEEN PUBLISHED ON THE MANDATORY OFFER WEBSITE (WWW.LOGISTICS-OFFER.COM). 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
8 October 2024
On 7 June 2024, Pak Logistik Intressenter AB, reg. no. 559469-9505 (“Pak Logistik Intressenter”) announced a mandatory offer to the shareholders of Jetpak Top Holding AB (publ), reg. no. 559081-5337 (“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 (the “Mandatory Offer”). On 23 September 2024, Pak Logistik Intressenter announced that the price in the Mandatory Offer was increased to SEK 104.50 in cash per share in Jetpak. Pak Logistik Intressenter previously announced, on 6 September 2024, that the acceptance period in the Mandatory Offer was extended up to and including 7 October 2024 at 19.00 (CEST). On 1 August 2024, the Mandatory Offer was declared unconditional after Pak Logistik Intressenter had, in respect of the Mandatory Offer, obtained all necessary approvals from the relevant competition and foreign direct investment authorities. Pak Logistik Intressenter has decided not to extend the acceptance period further and the Mandatory Offer is thereby completed.
Announcement of outcome and settlement
The Mandatory Offer has been accepted by holders of 389,372 shares, corresponding to approximately 3.19 per cent of the total number of shares and votes in Jetpak. Settlement to the shareholders who have tendered shares in the Mandatory Offer, and who have not yet received payment for tendered shares, is expected to commence on or around 14 October 2024.
Neither Pak Logistik Intressenter, nor any closely related parties to them, have acquired or agreed to acquire any shares, or any other financial instruments in Jetpak that give financial exposure equivalent to holding shares in Jetpak, outside the Mandatory Offer with the exception of the Option (defined below) and Notalp’s Voluntary Offer (defined below).
The Mandatory Offer’s relation to Notalp Logistik AB’s voluntary offer
As announced by Pak Logistik Intressenter on 19 June 2024, Notalp Logistik AB (name changed from Goldcup 35626 AB), reg. no. 559486-4703 (“Notalp”), on 19 June 2024 announced a voluntary public cash offer to the shareholders of Jetpak, to tender all their shares in Jetpak to Notalp at a price of SEK 98 in cash per share which on 6 September 2024 was increased to SEK 104.50 in cash per share in Jetpak (the “Voluntary Offer”). Notalp is currently wholly owned by Paradeigma Partners AB (”Paradeigma”), and will be co-owned by a consortium led by Paradeigma and further including Pak Logistik Intressenter and Aktiebolaget Tuna Holding (together, the “Consortium”). The 389,372 shares tendered in this Mandatory Offer together with the 2,227,042 shares in Jetpak already owned by Pak Logistik Intressenter immediately prior to the announcement of the Mandatory Offer, in total amounting to 2,616,414 shares and corresponding to approximately 21.47 per cent of the total number of shares and votes in Jetpak, will be contributed to Notalp.
On 23 September 2024, Notalp completed its Voluntary Offer at SEK 104.50 in cash per share in Jetpak. The Voluntary Offer was accepted by holders of 3,129,356 shares, corresponding to approximately 25.68 per cent of the total number of shares and votes in Jetpak. The shares in Jetpak acquired by Notalp in its Voluntary Offer, together with the 7,132,675 shares in Jetpak held, directly or indirectly, by the Consortium at the time of the announcement of Notalp’s Voluntary Offer, and the 389,372 shares in Jetpak tendered in this Mandatory Offer and which will be contributed to Notalp, amounts to a total of 10,651,403 shares in Jetpak, corresponding to approximately 87.39 per cent of the total number of shares and votes in Jetpak.
Information on Notalp’s option agreement to acquire approximately 12.09 per cent of the shares in Jetpak
On 6 September 2024 Notalp announced that Notalp had entered an irrevocable and unilateral option agreement with Cidro Förvaltning AB to acquire 1,473,970 shares in Jetpak, corresponding to approximately 12.09 per cent of the total number of shares and votes in Jetpak (the “Option”). The price which may be paid for the Jetpak shares under the Option amounts to SEK 104.50 in cash per share including an option premium. The Option may only be exercised on the option date on 17 November 2024.
The 1,473,970 shares that Notalp can exercise under the Option and the 3,129,356 shares that have been tendered in Notalp’s Voluntary Offer amount to a total of 4,603,326 shares, corresponding to approximately 37.77 per cent of the total number of shares and votes in Jetpak.
The shares in Jetpak held or controlled, directly or indirectly, by the Consortium (including the shares acquired in Notalp’s Voluntary Offer and tendered in this Mandatory Offer), together with the shares under the Option, amounts to 12,125,373 shares, corresponding to approximately 99.49 per cent of the total number of shares and votes in Jetpak.
Compulsory redemption and delisting
As announced by Notalp on 23 September 2024, Notalp intends to exercise the Option on the option date on 17 November 2024, entailing that Notalp becomes the owner of shares representing more than 90 per cent of the total number of shares in Jetpak. Thereafter, Notalp intends to initiate a compulsory redemption proceeding under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Jetpak and in connection therewith promote a delisting of Jetpak’s shares from Nasdaq First North Premier Growth Market.
Information about the Mandatory Offer
Information about the Mandatory Offer is made available at: www.logistics-offer-com.
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
For administrative questions regarding the Mandatory Offer, please contact your bank or the nominee registered as holder of your shares.
Important information
The information in this press release was submitted for publication at 14.15 (CEST) on 8 October 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Mandatory Offer will be delivered in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. The Mandatory 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 Mandatory Offer and the Stockholm District Court shall be the court of first instance.
The Mandatory 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 Mandatory 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 Mandatory 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 Mandatory Offer has been 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 is otherwise made in accordance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Mandatory 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 Mandatory Offer.
Jetpak’s financial statements and all financial information included in this press release, or any other documents relating to the Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory Offer, and other than pursuant to the Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Mandatory Offer.
NEITHER THE SEC NOR ANY SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES HAS: (I) APPROVED OR DISAPPROVED OF THE MANDATORY OFFER, (II) PASSED UPON THE MERITS OR FAIRNESS OF THE MANDATORY 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.