Advania declares the offer to the shareholders of Caperio Holding unconditional and extends the acceptance period
Advania Holding AB (“Advania”), a company indirectly owned by Advania Invest AB (“Advania Invest”), announced on 27 April 2017 a recommended cash offer to the shareholders of Caperio Holding AB (publ) (“Caperio”) (the “Offer”). The last day to accept the Offer was on 29 May 2017. Advania declares today that:
- The Offer has been accepted to such an extent that Advania after completion of the Offer will become the owner of approximately 94.2 per cent of outstanding shares and votes in Caperio.
- Advania has decided to complete the Offer and all conditions for the Offer are therefore satisfied, including the condition regarding a 90 per cent acceptance level.
- Advania extends the acceptance period for the Offer up to and including 12 June 2017 to allow remaining shareholders to accept the Offer.
At the time of the announcement of the Offer, neither Advania nor Advania Invest owned or controlled any shares in Caperio. As of 29 May 2017, 4,530,100 shares have been tendered in the Offer. Accordingly, after the completion of the Offer, Advania will own 4,530,100 shares in Caperio, representing approximately 94.2 per cent of the shares and votes in Caperio.[1]
Gestur G. Gestsson, President, Advania:
– We are very pleased with the wide support from Caperio's shareholders and that we are able to complete the acquisition as planned. The merger of the two companies is in line with our growth strategy, to grow both organically and through acquisitions, and allows us to improve our offer to both existing and new customers. The acquisition of Caperio is an important milestone in Advania's development and strengthens our brand as well as our position in the market.
Mikael Noaksson, CEO Advania Sweden:
– We are now expanding Advania’s offer as well as strengthening our position as one of the leading IT companies in the Nordic region. The bid being accepted by the shareholders is an important milestone, but it still remains an exciting and diligent work to integrate the new company and perform even better together. There are many synergies to exploit, as we will now have more employees with broader expertise and a more comprehensive customer base. I am convinced that the merger will create added value for both employees, customers and partners.
To allow for the remaining shareholders to accept the Offer, Advania extends the acceptance period up to and including 12 June 2017 at 17.00 (CEST). Settlement for shares already tendered in the Offer is expected to take place on or around 2 June 2017. Settlement for shares tendered during the extended acceptance period is expected to take place on or around 16 June 2017. Advania may acquire additional shares in Caperio in the market during the extended acceptance period.
Advania intends to initiate a compulsory acquisition procedure under the Swedish Companies Act to acquire all shares not tendered in the Offer. In connection therewith, Advania intends to promote a delisting of the shares of Caperio from Nasdaq First North.
Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw acceptances.
Further information
For further information, please contact:
Gestur G. Gestsson, CEO Advania Group
Fredsborgsgatan 24
SE-117 43 Stockholm
Mobile: +46 761 400155
Email: gestur@advania.com
Mikael Noaksson, CEO Advania Sweden
Mobile: +46 761 400080
Email: mikael.noaksson@advania.se
For information and documentation regarding the Offer: www.advania.com/offer
This press release was submitted for publication on 31 May 2017 at 07:30 a.m. (CEST).
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Advania disclaims any responsibility or liability for the violations of any such restrictions by any person.
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, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States 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, and Advania will not deliver any consideration under the Offer in or into any such jurisdiction.
Statements in this press release relating to future status or circumstances, including statements 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 and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Advania and Caperio. Any such forward-looking statements speak only as of the date on which they are made and Advania 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 for in accordance with applicable laws and regulations.
[1] Based on 4,808,639 outstanding shares, which is the total number of shares in Caperio.
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