Pak Logistik Intressenter AB increases the price in its mandatory offer to the shareholders of Jetpak Top Holding AB (publ) to SEK 104.50 per share

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

23 September 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”). 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”).

Today, on 23 September 2024, Notalp has completed its Voluntary Offer at SEK 104.50 in cash per share in Jetpak. In light of this and in line with what has previously been communicated, Pak Logistik Intressenter has today decided to increase the price in its Mandatory Offer to SEK 104.50[1] in cash per share in Jetpak (the “Increased Mandatory Offer Price”).

The increased Mandatory Offer

Pak Logistik Intressenter has decided to increase the price in the Mandatory Offer from SEK 93.32 in cash per share to SEK 104.50 in cash per share in Jetpak. The increased Mandatory Offer values Jetpak, based on all outstanding shares in Jetpak, to approximately SEK 1,274 million.

The Increased Mandatory Offer Price represents a premium of:

• approximately 12.97 per cent compared to the closing price of SEK 92.50 for Jetpak’s share on Nasdaq First North Premier Growth Market on 7 June 2024, being the last day of trading before the announcement of the Mandatory Offer, and
• approximately 11.93 per cent compared to the volume-weighted average trading price of SEK 93.36 for Jetpak’s share on Nasdaq First North Premier Growth Market during the last 30 trading days up to and including 7 June 2024, being the last day of trading before the announcement of the Mandatory Offer.

Shareholders who have already tendered their shares in Jetpak at SEK 93.32 in cash per share will automatically benefit from the Increased Mandatory Offer Price of SEK 104.50 in cash per share.

Information on submitted acceptances in Notalp’s Voluntary Offer

Today, on 23 September 2024, Notalp has completed its Voluntary Offer and announced that the Voluntary Offer has been 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 tendered in Notalp’s Voluntary Offer, together with the 7,132,675 shares in Jetpak held, directly or indirectly, by the Consortium (defined below) at the time of the announcement of Notalp’s Voluntary Offer, and the 1,321 shares in Jetpak tendered so far in this Mandatory Offer and which will be contributed to Notalp, amounts to a total of 10,263,352 shares in Jetpak, corresponding to approximately 84.21 per cent of the total number of shares and votes in Jetpak.

Notalp is currently wholly owned by Paradeigma Partners AB, and will following the completion of the Voluntary Offer be co-owned by a consortium led by Paradeigma and further including Pak Logistik Intressenter and Aktiebolaget Tuna Holding (together, the “Consortium”). Pak Logistik Intressenter, as a part of the Consortium, has undertaken to contribute shares tendered by shareholders in the Mandatory Offer to Notalp.

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.

Notalp has today, on 23 September 2024, announced that the shares in Jetpak held or controlled, directly or indirectly, by the Consortium (including the shares tendered in Notalp’s Voluntary Offer and this Mandatory Offer), together with the shares under the Option, amounts to 11,737,322 shares, corresponding to approximately 96.30 per cent of the total number of shares and votes in Jetpak.

Acceptance period in the Mandatory Offer and settlement

Pak Logistik Intressenter announced on 6 September 2024 that the acceptance period in this Mandatory Offer was extended up to and including 7 October 2024 at 19.00 (CEST).

For shareholders in Jetpak who have accepted the Mandatory Offer from 19.00 (CEST) on 6 September 2024 up to and including 19.00 (CEST) on 20 September 2024, settlement is expected to commence on or about 27 September 2024, and for those who have or will accept the Mandatory Offer from 19.00 (CEST) on 20 September 2024, up to and including 19.00 (CEST) on 7 October 2024, settlement is expected to commence on or about 14 October 2024.

For shareholders in Jetpak who have already received payment of consideration of SEK 93.32 in cash per share in Jetpak, the difference between SEK 93.32 per share in Jetpak and the Increased Mandatory Offer Price will be paid in connection with settlement of Notalp’s Voluntary Offer, i.e. on or around 30 September 2024.

Pak Logistik Intressenter reserves the right to further extend the acceptance period for the Mandatory 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 Mandatory Offer. A notice of any such extension and/or postponement of settlement will be announced by Pak Logistik Intressenter by means of a press release in accordance with applicable laws and regulations.

The Mandatory Offer is unconditional and will be completed

In accordance with the press release published by Pak Logistik Intressenter on 1 August 2024, the Mandatory Offer has been declared unconditional and will therefore be completed. Up to and including the time of this announcement, 1,321 shares in Jetpak has been tendered in the Mandatory Offer.

Supplements to the offer document and other documents relating to the Mandatory Offer

An offer document regarding the Mandatory Offer was published by Pak Logistik Intressenter on 15 July 2024, and supplements to the offer document were published on 28 August 2024 and 9 September 2024, respectively. The offer document and the supplements to the offer document are, together with the acceptance form, available on Pak Logistik Intressenter’s website (www.logistics-offer.com).

An additional supplement to the offer document reflecting the contents of this press release will be published by Pak Logistik Intressenter and will be available on the above website.

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 16.15 (CEST) on 23 September 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.