Ograi BidCo AB publishes a supplement to the offer document regarding its cash offer to the shareholders of Opus Group AB (publ)
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa 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 Revised 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 notice" at the end of this announcement and in the offer document published on Ograi BidCo's website, www.ograioffer.com. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.
On 2 December 2019, Ograi BidCo AB ("Ograi BidCo") announced a public offer to the shareholders of Opus Group AB ("Opus") to tender all their shares in Opus to Ograi BidCo for SEK 7.75 per share (the "Offer"). On 20 December 2019, Ograi BidCo announced an increase of the consideration in its cash offer to the shareholders of Opus from SEK 7.75 to SEK 8.50 in cash per share (the "Revised Offer") and extend the acceptance period to 13 January 2020. The board of directors of Opus has unanimously decided to recommend the shareholders in Opus to accept the Revised Offer.
On account of Ograi BidCos press release published earlier today regarding the increase of the consideration in the Offer and extension of the acceptance period, and of Opus' press release published earlier today regarding the board of directors' unanimous decision to recommend the shareholders in Opus to accept the Revised Offer, Ograi BidCo has prepared a supplement to the offer document. The supplement has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) today. The supplement has been made public and is, together with the offer document, and the acceptance form, available on Ograi BidCo's website (www.ograioffer.com) and Handelsbanken's website (www.handelsbanken.se/prospekt).
The supplement shall at all times be read together with, and as an integrated part of the offer document which was approved and published on 4 December 2019.
Information about the Offer:
For further information about the Offer and the Revised Offer, please refer to the offer document and the supplement which are and will be available on Ograi BidCo's website (www.ograioffer.com).
For enquiries, please contact:
Birgitta Henriksson, Partner, Fogel & Partners
Tel: +46 708 12 86 39, e-mail: birgitta.henriksson@fogelpartners.se
For administrative questions regarding the Offer and the Revised Offer, please contact your bank or the nominee registered as holder of your shares.
The information in this press release was submitted for publication through the agency of the contact person set out above, on 20 December 2019 at 12.00 a.m. (CET).
Important notice
This Press release has been published in Swedish and English.
The Offer (which in this section "Important Notice" refers to the Offer as well as the Revised Offer) is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of a national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release or any other documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release and any other documentation relating to the Offer is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 Ograi BidCo. Any such forward-looking statements speak only as of the date on which they are made and Ograi BidCo 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.
Jefferies International Ltd is not responsible to anyone other than Ograi BidCo for advice in connection with the Offer.
Special notice to shareholders in the United States
The Offer described in this announcement is made for shares of Opus, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E of the Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), subject to the exemption provided by Rule 14d – 1(d) ("Tier II Exemption") under the U.S. Exchange Act, and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and law, and certain rules applicable to U.S. tender offers made in the United States do not apply. Holders of the shares of Opus domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.
The Company's financial statements, and all financial information that is included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions which differ from the settlement procedures customary in the United States, particularly as regards the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable United States securities laws, and the exemptions applicable thereunder, in particular the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since the Company and Ograi BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue the Company or Ograi BidCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel the Company or Ograi BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law and regulations, Ograi BidCo and its affiliates or brokers (acting as agents for Ograi BidCo or its affiliates, as applicable) may from time to time after the date hereof directly or indirectly purchase or arrange to purchase shares of the Company outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares, other than pursuant to the Offer, during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisors to Ograi BidCo may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Ograi BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER OR PASSED ANY COMMENTS ABOUT WHETHER THE OFFER IS FAIR OR HAS ANY MERITS, OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE, OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.