Providence Education International makes second supplement to offer document public
This press release may not be distributed, directly or indirectly, in or into, the United States of America, Australia, Canada, South Africa or Japan. The Offer is not being made to (and acceptances will not be accepted from) persons in those countries or elsewhere where their participation requires further offer documents, filings or other measures in addition to those required by Swedish law.
On April 22, 2010, Providence Education International AB (“Providence Education International”) announced a cash offer to the shareholders in AcadeMedia AB (publ) (“AcadeMedia”) of SEK 170 in cash for each share (the “Offer”). On April 26, 2010, Providence Education International published an offer document regarding the Offer (the “Offer Document”). On May 4, 2010, Providence Education International published a supplement to the Offer Document due to the competing bid of SEK 190 for each share from EQT V Limited, through Svensk Utbildning Intressenter Holding AB, which was announced on April 28, 2010.
On May 16, 2010, Svensk Utbildning Intressenter Holding AB announced that the price in the competing offer has been increased from SEK 190 to SEK 205 per share. On May 17, 2010, Providence Education International announced an increase of the price in the Offer from SEK 170 to SEK 190 per share as well as an extension of the acceptance period for the Offer until June 3, 2010. In the same press release, Providence Education International announced that Bengt Ekberg and LBS Intressenter AB, who together hold approximately 3.8 per cent of all outstanding shares in AcadeMedia and unconditionally and irrevocably have undertaken to accept the Offer, despite discussions with Providence Education International, have not yet accepted the Offer. On May 18, 2010 the bid committee of AcadeMedia stated that they recommend the shareholders not to accept the Offer of SEK 190 per share and is of the view that Providence Education International acts in a hostile manner. In light of among other things the above, Providence Education International has prepared a second supplement to the Offer Document.
Providence Education International has today made the second supplement to the Offer Document public. The supplement is available at www.providenceeducationinternational.se, www.academedia.se and www.handelsbanken.se/investeringserbjudande. The supplement will be sent to shareholders in AcadeMedia whose holding is directly registered with Euroclear. The supplement is also available at Handelsbanken’s Swedish branch offices.
Shareholders who have accepted the Offer have, in accordance with Chapter 2 a, Section 11 of the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument) (“LHF”), with reference to Chapter 2, Section 34 of LHF the right to withdraw such acceptances within five working days from the publication of the second supplement and are also entitled to withdraw given acceptances of the Offer in accordance with what is stated in the Offer Document. Withdrawal of given acceptance shall be made as set out in the Offer Document, however, at the latest on June 3, 2010 at 17.00 (CET). For further terms and conditions and information regarding the Offer, referral is made to the Offer Document, available on www.providenceeducationinternational.se, www.academedia.se and www.handelsbanken.se/ investeringserbjudande. Shareholders whose shares are nominee registered and who wish to withdraw their acceptance of the Offer, must do so in accordance with instructions from the nominee.
Besides the increased price, the conditions for the Offer remain unaltered during the extended acceptance period. As set out in the Offer and the Offer Document, Providence Education International reserves the right to waive, in whole or in part, one or more of the conditions in the Offer in accordance with applicable laws and regulations, including to complete the Offer at a lower level of acceptance. As set out in the Offer and the Offer Document, Providence Education International reserves the right to extend the acceptance period for the Offer as well as to postpone the settlement date.
Stockholm on May 19, 2010
Providence Education International AB
The Board of Directors
The information provided herein was submitted for publication on May 19, 2010 at 15.00 CET.
For further information visit www.providenceeducationinternational.se or contact:
Erik Nilsson
Tel: +46 0 761160041
Email: info@providenceeducationinternational.se
Andrew Cole
Sard Verbinnen & Co
Tel: +1 212-687-8080
E-mail: acole@sardverb.com
The Offer is not being made (nor will any tender of shares be accepted from or on behalf of holders) in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction or where the completion or acceptance of the Offer requires further offer document, filings or other measures in addition to those required under Swedish law, except where there is an applicable exemption. The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) in or into the United States of America, Australia, Canada, South Africa or Japan and the Offer cannot be accepted in or from the United States of America, Australia, Canada, South Africa or Japan. As a result, this press release, the Offer Document, the supplements to the Offer Document, the acceptance forms and other documentation relating to the Offer will not, and may not, be mailed or in any other way distributed, forwarded or transmitted to, from or within the United States of America, Australia, Canada, South Africa or Japan. Providence Education International will not send any payment in respect of the terms of the Offer to, or accept any acceptance forms from, the United States of America, Australia, Canada, South Africa or Japan.