Schörling & Partners AB publishes offer document
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
On 14 November 2017, Goldcup 15638 AB (u.n.c.t. Schörling & Partners AB) (“Schörling & Partners”) announced an unconditional cash offer to the shareholders of Melker Schörling AB (”MSAB”) to tender all their shares in MSAB to Schörling & Partners for SEK 569[1] per share (the “Offer”). Schörling & Partners has today published the offer document relating to the Offer. The offer document and an acceptance form are available on www.sochpartners.se and www.sebgroup.com/prospectuses.
The offer document and the acceptance form will be distributed to shareholders in MSAB whose shares were directly registered with Euroclear Sweden AB as at 14 November 2017. Copies of the offer document and the acceptance form are provided free of charge upon request. Such request may be made by telephone +46 (0)8-639 2750.
The acceptance period for the Offer runs from 16 November 2017 up to and including 14 December 2017. Settlement to those having accepted the Offer will occur weekly during the acceptance period, with the first settlement estimated on 24 November 2017.
Schörling & Partners reserves the right to extend the acceptance period of the Offer as well as to postpone the date of settlement. Notice of such extension and/or postponing of the date of settlement will be announced by Schörling & Partners through press release in accordance with applicable laws and regulations.
The information provided herein was submitted for publication on 15 November 2017, 8.00 a.m. CET.
Information about the Offer
Information about the Offer is made available at: www.sochpartners.se
Schörling & Partners in brief
Goldcup 15638 AB (u.n.c.t. Schörling & Partners AB) is a Swedish newly formed limited liability company, Reg. No. 559132-0402. Schörling & Partners is jointly owned by MSTAB, Reg. No. 556609-2168, Stefan Persson, UIE Malta Holding Ltd., Reg. No. C 57767 and Mikael Ekdahl AB, Reg. No. 556701-4112, and has its registered office in Stockholm, with address at Birger Jarlsgatan 13, 111 45 Stockholm, Sweden. Schörling & Partners has never conducted, and does not presently conduct, any business. The company’s sole purpose is to hold the MSAB shares, carry out the Offer and to take any measure necessary to finance and complete the Offer as well as to act as the parent company of MSAB.
All owners of Schörling & Partners have previously been direct owners of MSAB, but have on 13 November 2017 transferred each of their respective shareholdings in MSAB to Schörling & Partners, in exchange for shares in Schörling & Partners, at an issuing price corresponding to the Offer Price. Following these transfers, which were conditional upon the Offer being made, MSTAB owns 92.9 percent of the shares in Schörling & Partners, Stefan Persson 5.2 percent, UIE Malta Holding Ltd. 1.8 percent and Mikael Ekdahl AB 0.1 percent of the shares in Schörling & Partners. The parties’ holdings in Schörling & Partners correspond to their previous mutual relative shareholding in MSAB.
MSTAB is directly and indirectly owned by Melker Schörling, Sofia Schörling Högberg, Märta Schörling Andreen and the Schörling family’s charity foundation. Melker Schörling holds, directly and indirectly, a majority of the shares and votes in MSTAB. UIE Malta Holding Ltd. is a wholly owned subsidiary of United International Enterprises Ltd. which is controlled by Carl and Martin Bek-Nielsen and Mikael Ekdahl AB is controlled by Mikael Ekdahl.
MSAB in brief
MSAB is an active and long-term holding company listed on Nasdaq Stockholm (Large Cap) under the ticker code MELK. All of MSAB’s companies have a clear strategy and focus and a strong potential to further development. Today, the larger companies belong to the world-leading within each of their operation area. MSAB’s holdings consist of six listed companies, Hexagon, HEXPOL, AAK, ASSA ABLOY, Securitas and Loomis. MSAB’s largest holding is Hexagon where the company owns 26 percent of the capital and 47 percent of the votes. Through a long-term and active ownership, MSAB shall contribute to a continued good development of the holdings and create value for the shareholders of MSAB.
Important information
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Schörling & Partners. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United State.
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Schörling & Partners will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States must not forward this press release or any other document received in connection with the Offer to such persons.
For purposes of this section “United States” and “U.S.” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
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.
[1] If MSAB pays dividends or makes any other distributions to the shareholders, for which the record date occurs prior to settlement of the offer price, the offer price will be reduced accordingly.
For further information, please contact:
Mikael Ekdahl, chairman of the board in MSAB and contact person of Schörling & Partners
Phone: +46 (0)8-407 36 60
E-mail: mek@msaa.se