Offer document regarding Ratos’ offer to the shareholders of Semcon made public
THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SCHWEIZ, SOUTH AFRICA OR THE UNITED STATES (THE ”RESTRICTED JURISDICTIONS”), 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 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.
On 26 September 2022, Ratos AB (publ) (“Ratos”), announced a recommended public offer to shareholders of Semcon AB (publ) (“Semcon”) to tender all shares in Semcon to Ratos at a price of SEK 157 in cash per share (the “Offer”).
The offer document relating to the Offer has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The offer document is available on Ratos’ website (www.ratos.com). The offer document will also be available in Swedish on the Swedish Financial Supervisory Authority’s website (www.fi.se). A pre-printed acceptance form and a pre-paid envelope will be sent to shareholders in Semcon whose shares were directly registered with Euroclear Sweden AB on 27 September 2022, subject to applicable offer restrictions.
The acceptance period for the Offer commences on 27 September 2022 and ends on 27 October 2022 (the acceptance period might be extended). Settlement is expected to commence on or around 2 November 2022, provided that the conditions for the Offer have been fulfilled or Ratos has otherwise decided to complete the Offer.
Information regarding the Offer:
Information about the Offer is available at:
www.ratos.com
For inquiries, please contact:
Josefine Uppling, Vice President Communication & Sustainability, Ratos
Tel: +46 76 114 54 21, e-mail: josefine.uppling@ratos.com
For administrative questions regarding the Offer, please contact your bank or nominee registered as holder of your shares.
The information in this press release was submitted for publication by Ratos and the abovementioned contact person on 26 September 2022 at 17:00 (CEST).
Important information
This press release has been published in Swedish and English. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.
Lazard is the financial advisor to Ratos, and no one else, in connection with the Offer. Lazard will not consider any other person as a client in relation to the Offer and is not responsible to anyone else than Ratos for providing the protection that Lazard offers to its clients, or for providing advice in connection with the Offer or any other transaction, matter or arrangement which is referred to in this press release. Lazard has not undertaken any obligation to independently verify the information contained herein and disclaims all liability with respect to such information.
The Offer is not made, either directly or indirectly, in the Restricted Jurisdictions or in any other jurisdictions where such offer would be prohibited under applicable law, by mail or other means of communication (including, but not limited to, telefax, e-mail, telex, telephone and internet) used in domestic or international commerce or at any national exchange or trading facility in the Restricted Jurisdictions, and the Offer cannot be accepted in any such manner or by any such means of communication in or from the Restricted Jurisdictions. Therefore, neither this press release nor other documentation relating to the Offer will be, and shall not, be sent, posted or otherwise disseminated or forwarded in or to the Restricted Jurisdictions.
This press release is not, and may not be, sent to shareholders with registered addresses in the Restricted Jurisdictions. Banks, brokers, traders and other nominees holding shares for persons in the Restricted Jurisdictions may not forward this press release, or any other document received in connection with the Offer, to such persons. For the purposes of this section, "Unites States" means the United States of America (its territories and possessions, any state of the United States, and the District of Columbia).
The Offer and the information and documentation made available through this press release have not been prepared by, and not approved by, an "authorised person" as referred to in Section 21 of the UK Financial Services and Markets Act 2000 ("FSMA"). Accordingly, the information and documents made available through this press release may not be distributed to, or forwarded to, the public in the UK. Dissemination of information and documents made available through this press release is exempt from the restrictions on financial marketing in Article 21 of the FSMA on the basis that it is a communication by or on behalf of a legal person relating to a transaction for the acquisition of the day-to-day control of the business of the legal entity, or to acquire 50 per cent or more of the voting shares in a legal entity, in accordance with Article 62 of the FSMA (Financial Promotion) Order 2005.
Statements in this press release relating to future conditions or circumstances, including information regarding future performance, growth and other trend projections and the other benefits of the 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 that are dependent on circumstances that occur in the future. Due to a number of factors, which to a large extent are beyond the control of Ratos, it cannot be guaranteed that future conditions will not differ materially from those expressed or implied by the forward-looking statements. Any such forward-looking statement speak only as of the date on which they are announced and Ratos 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 in accordance with applicable laws and regulations.
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