Q-Free – fulfilment of conditions for and closing of acquisition of 62.8% of Q-Free shares
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
With reference to the announcement of 26 September 2023 concerning the entry into of a conditional agreement pursuant to which Juniper Holdco AS ("Juniper") would acquire Rieber & Søn AS' ("Rieber") 62.8% shareholding in Q-Free ASA ("Q-Free" or the "Company") at a price of NOK 12 per share (the "Transaction"), Juniper announces today that the conditions have been fulfilled and the Transaction has been completed. Consequently, Juniper holds 69,843,934 shares of Q-Free, in addition to 1,834,510 shares already held, in total 71,678,444 shares representing 64.43% of the issued shares of the Company.
As a result of the completion of the Transaction, Juniper will make an offer at NOK 12.00 per share to the remaining shareholders as specified in Chapter 6 of the Norwegian Securities Act (the "Mandatory Offer"). Complete terms of the Mandatory Offer will be detailed in an offer document (the "Offer Document") to be sent to the Company's shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Offer Document is expected to be approved during the first half of October. This notification does not constitute an offer. The Mandatory Offer may only be accepted based on the Offer Document.
The Mandatory Offer will not be made in any jurisdiction in which the making of the Mandatory Offer would violate applicable laws or regulations or would require actions which the Bidder in its reasonable opinion, after having consulted with the Company, deems unduly burdensome.
Juniper intends to make a compulsory acquisition of the remaining shares in Q-Free upon acquiring more than 90% of the shares in the Company under the Mandatory Offer. Further, subject to the outcome of the Mandatory Offer, Juniper intends to propose to the general meeting of Q-Free that an application is filed with the Oslo Stock Exchange to de-list the shares.
Contacts:
Q-Free: Thale Kuvås Solberg, President & CEO, Q-Free ASA Tel: +47 936 800 30 Email: thale.kuvas.solberg@q-free.com
Guardian: Robert Mah, President, Guardian Smart Infrastructure Management Inc. Tel: +1-416-947-4033 Email: rmah@guardiancapital.com
Rieber: Øystein Elgan, Director Tel: +47 901 08 833 Email: oystein@rieberson.no
About Q-Free: Q-Free ASA (OSE: QFR) is a global innovator in intelligent transportation systems that improve traffic flow, road safety, and air quality. With an open, collaborative approach to tolling, traffic and active transportation management, Q-Free works with customers and partners on every continent to digitize infrastructure and overcome modern mobility challenges for the greater good of society. Headquartered in Trondheim, Norway, Q-Free has annual revenues of approximately 1 billion NOK and employs approximately 360 transportation innovators, experts, and enthusiasts. To learn more about how Q-Free is "changing the movements of life", visit www.q-free.com or Twitter: @Q-FreeASA.
Important notice:
The Mandatory Offer and the distribution of this announcement and other information in connection with the Mandatory Offer and the Transaction may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Bidder does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire shares in the Company. Investors may accept the Mandatory Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders U.S.: Holders (as defined below) are advised that the shares of the Company are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (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 reliance on the exemption from certain requirements of Regulation 14E of the U.S. Exchange Act provided by Rule 14d -1(c) thereunder, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Mandatory Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, withdrawal rights, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law. The Mandatory Offer will be made in the United States by the Bidder and no one else.
The Mandatory Offer will be made to holders of shares of the Company resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made.
The receipt of cash pursuant to the Mandatory Offer by a U.S. Holder of the shares of the Company may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of shares of the Company is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Mandatory Offer.
It may be difficult for U.S. Holders of shares of the Company to enforce their rights and any claim arising out of the U.S. federal securities laws, since the Bidder, Rieber and the Company are located in and organized under the laws of countries other than the United States, and some or all of their officers and directors may be residents of a country other than the United States, and their respective assets are located primarily outside the United States. U.S. Holders of shares of the Company may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, although U.S. Holders of shares of the Company are not waiving their rights under U.S. federal laws by accepting the Mandatory Offer, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement. As used herein, the "United States" or the "U.S." means the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time, and other than pursuant to the Mandatory Offer, directly or indirectly, purchase or arrange to purchase, shares of the Company or any securities that are convertible into, exchangeable for or exercisable for such shares outside the United States during the period in which the Mandatory Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or disapproved or will approve or disapprove the Mandatory Offer, passed or will pass upon its fairness or passed or will pass upon the fairness, adequacy or completeness of this document or any documentation relating to the Mandatory Offer. Any representation to the contrary is a criminal offence in the United States.
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