Schörling & Partners announces the result of the offer to the shareholders of MSAB

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, Schörling & Partners AB announced a public cash offer to the shareholders of Melker Schörling AB (“MSAB” or the “Company”) to tender all their shares in MSAB to Schörling & Partners AB for SEK 569 per share (the “Offer”).

All acceptances have now been counted. As of 14 December 2017, which was the last day of the acceptance period under the Offer, shareholders in MSAB holding an aggregate of 4,561,076 shares, representing approximately 3.8 percent of the total number of shares and votes in MSAB and 51.9 percent of the total number of shares and votes comprised by the Offer, had accepted the Offer.[1] As previously announced, Schörling & Partners AB has also acquired shares in MSAB outside the Offer during the acceptance period at a price not higher than the Offer price. Schörling & Partners AB has thereby acquired additional 2,988,343 shares in MSAB, representing approximately 2.5 percent of the total number of shares and votes in MSAB.

Prior to the announcement of the Offer, Schörling & Partners AB held 110,302,321 shares in MSAB, representing approximately 92.6 percent of the shares and votes in MSAB. In total, Schörling & Partners AB now holds 117,851,740 MSAB shares after completion of the Offer and acquisition of shares in the market as set out above, representing approximately 99.0 percent of the total number of shares and votes in MSAB.1Settlement in the Offer have occurred on a weekly basis during the acceptance period and the last part payment will be made on 19 December 2017 to those shareholders having accepted the Offer as at 14 December 2017.

Schörling & Partners AB has initiated compulsory acquisition proceedings with respect to those MSAB shares not tendered in the Offer or acquired in the market and will promote a delisting of the MSAB share from Nasdaq Stockholm.

Other information about the Offer has been published on www.sochpartners.se.

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Schörling & Partners AB discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on 18 December 2017, 8.00 a.m. CET. 

Information about the Offer

Information about the Offer is made available at: www.sochpartners.se.

Schörling & Partners AB in brief

Schörling & Partners AB is a Swedish newly formed limited liability company, Reg. No. 559132-0402. Schörling & Partners AB is jointly owned by Melker Schörling Tjänste AB, Reg. No. 556609-2168 (“MSTAB”), 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 AB 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 AB have previously been direct owners of MSAB, but have on 13 November 2017 transferred each of their respective shareholdings in MSAB to Schörling & Partners AB, in exchange for shares in Schörling & Partners AB, 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 AB, 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 AB. The parties’ holdings in Schörling & Partners AB correspond to their previous mutual relative shareholding in MSAB.

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 the offer document, 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 AB. 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, or 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 States.

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 the 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 the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Schörling & Partners AB 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] Based on 119,097,595 shares, which is the total number of issued shares in MSAB.

For further information, please contact:

Mikael Ekdahl, chairman of the board and contact person of Schörling & Partners AB

Phone: +46 (0)8-407 36 60

E-mail: mek@msaa.se