Pak Logistik Intressenter AB is member of a consortium that today has announced a voluntary 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 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 WILL BE PUBLISHED SHORTLY BEFORE THE BEGINNING OF THE ACCEPTANCE PERIOD FOR THE MANDATORY 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
On 7 June 2024, Pak Logistik Intressenter AB, reg. no. 559469-9505 ("Pak Logistik Intressenter"), announced a mandatory public 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”).
Today, on 19 June 2024, Goldcup 35626 AB (under name change to Notalp Logistik AB) (“Notalp”), a company that is currently owned by Paradeigma Partners AB, reg. no. 559122-5668 (“Paradeigma”), that will be co-owned by a consortium led by Paradeigma and further include Pak Logistik Intressenter and Aktiebolaget Tuna Holding (“Tuna Holding”) (together, the “Consortium”), announced a voluntary public 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 (the “Voluntary Offer”).
The Mandatory Offer’s relation to the Voluntary Offer
If Notalp’s Voluntary Offer is accepted to such extent that it (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 the Voluntary Offer is declared unconditional and completed, the price in Pak Logistik Intressenter’s Mandatory Offer will be increased to SEK 98 in cash per share to correspond to the price of SEK 98 in the Voluntary Offer. The price in the Mandatory Offer will also be increased to correspond to the price in the Voluntary Offer if Notalp completes the Voluntary Offer at an acceptance level below 90 per cent.
If the Voluntary Offer is not declared unconditional and completed, the shareholders in Jetpak will have at least 14 days from withdrawal of the Voluntary Offer to tender their shares in the Mandatory Offer at a price of SEK 93.32 in cash per share in Jetpak.
The initial acceptance period in the 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 Notalp should the 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 Notalp, subject to the Voluntary Offer being declared unconditional and completed.
Advisors
Hannes Snellman Advokatbyrå AB is legal advisor to Pak Logistik Intressenter in respect of Swedish law, and Clifford Chance is legal advisor in respect of U.S. law, in connection with the Mandatory 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 Mandatory Offer is made available at: www.logistics-offer.com
Important information
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 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 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 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 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 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.